1.1 These terms of use explain how you may use this app and website (the “GuidED

Platform”). References in these terms to the GuidED Platform includes the following

website: GuidED – http://www.guided.ca and all associated web pages. You should

read these terms and conditions carefully before using the GuidED Platform. By

accessing or using this GuidED Platform or otherwise indicating your consent, you

agree to be bound by these terms and conditions and the documents referred to in

them. If you do not agree with or accept any of these terms, you should cease using

the GuidED Platform immediately. If you have any questions about the app and/or

website, please contact [email protected].

1.2 Definitions

a) “Content” means any text, image, video, audio or other multimedia content,

software or other information or material submitted to, subsisting on or

accessible from the GuidED Platform.

b) “We”, “us” or “our” means Guided Tobermory Inc. (the “GuidED”) and its


c) “You” or “your” means the person accessing or using the GuidED Platform or

its Content.

d) GuidED offers an online venue that enables users (“Members”) to publish,

offer, search for, and book services. Members who publish and offer services

are “Guides” and Members who search for, book, or use services are

“Travelers.” Guides offer leading, instructing and training activities, excursions,

and events (“Experiences”), and a variety of other services (collectively,

“Guiding Services,” and each Guiding Service offering, a “Listing”). You must

register an account to access and use many features of the GuidED Platform

and must keep your account information accurate. As the provider of the

GuidED Platform, GuidED does not own, control, offer or manage any Listings

or Guiding Services. GuidED is not a party to the contracts concluded directly

between Guides and Travelers, nor as an agent in any capacity for any


e) Guides are responsible for understanding and complying with all laws, rules,

regulations and contracts with third parties that apply to your Guiding Services.

1.3 Privacy Statement: these terms include our Privacy Statement which shall be subject

to these terms in the event of any conflict or inconsistency. These terms may also be

supplemented or replaced by additional terms, such as our Privacy Policy (“Additional

Terms”), relating to specific content, goods or services made available on relevant

pages of the GuidED Platform. Additional Terms will be made available on relevant

pages of the GuidED Platform and will be accessible by you for your acceptance

before you place an order. Additional Terms shall prevail to the extent that there is any

conflict or inconsistency with any other of these terms.

1.4 Intended Use: This GuidED Platform is intended for and directed to residents of

Canada over the age of 18 years.

1.5 Accessibility: We seek to make this GuidED Platform as accessible as possible. If

you have any problems accessing this GuidED Platform or the content contained on

it, please contact us at [email protected]


2.1 The agreement between you and GuidED reflected by these Terms and Conditions is

effective when you access the GuidED Platform and remains in effect until either you

or we terminate the agreement in accordance with these Terms and Conditions.

2.2 You may terminate this agreement at any time by sending us an email requesting to

terminate your account. We may terminate this agreement and your account for any

reason by giving you 30 days’ notice via email or using any other contact information

you have provided for your account. We may also terminate this agreement

immediately and without notice and stop providing access to the GuidED Platform if

you breach these Terms and Conditions, you violate our Policies, you violate

applicable laws, or we reasonably believe termination is necessary to protect GuidED,

its Members, or third parties. If your account has been inactive for more than two years,

we may terminate your account without prior notice.

2.3 If you are a Guide and wish to terminate your GuidED account, any confirmed

booking(s) will be automatically cancelled and your Users will receive a full refund. If

you terminate your account as a Traveler, any confirmed booking(s) will be

automatically cancelled and any refund will depend upon the terms of the reservation’s

cancellation policy. When this agreement has been terminated, you are not entitled to

a restoration of your account or any of your content. If your access to or use of the

GuidED Platform has been limited, or your GuidED account has been suspended, or

this agreement has been terminated by us, you may not register a new account or

access or use the GuidED Platform through an account of another Member.


3.1 You may be required to create an account and specify a password in order to use

certain services or features on the GuidED Platforms. To create an account, you must

be at least 18 years old and you must provide truthful and accurate information about

yourself. You are not allowed to impersonate anyone else when you create your

account. If your information changes at any time, please update your account to reflect

those changes.

3.2 You may not share your account with anyone else. Please keep your password

confidential and try not to use it on other websites. If you believe that your account has

been compromised at any time, please notify us at [email protected]

3.3 We offer two types of Individual Membership: A Traveler (User) membership, and a

Guide membership.

3.4 Based on the membership chosen, your account will reflect the relevant booking fee

being charged to the card details submitted by the you during registration for the

service purchase and/or provided to the users. You can be both a Traveler & a Guide,

and easily switch between accounts in your profile.

3.5 The membership may be cancelled at any time, subject to the provisions of this


3.6 In order to cancel a membership, you must contact GuidED customer support at

[email protected]. Once you have confirmed your cancellation details, you will receive

a confirmation email to let you know that this has been successfully processed.

3.7 We reserve the right to change the features, content or services related to any

membership package without notice to the user in order to improve the quality of the

membership offered to you or to comply with any relevant laws, regulations or to our

policies. The fees charged for each membership type is priced as advertised on the

GuidED Platform at time of creating your account, and we, in our sole discretion,

reserve the right to amend or change any fee and price. Existing members will be

provided with notice of any changes to future fees and prices. Any special offer or

discount offered may be withdrawn or changed without notice.

3.8 The membership is to be used by a sole individual per login credentials and is non-

transferable. Membership benefits including logins, access to content and services are

linked to a specific user and cannot be shared with other non-users. We shall monitor

the number of devices used to access a membership and breach of these terms may

result in revoking your access to the GuidED Platform. In the event of access being

revoked due to breach of this clause, no refund shall be provided for any membership

fees you may have already paid.


4.1 When you book a Listing, you are agreeing to pay all charges for your booking

including the Listing price, applicable fees like GuidED’s service fee, offline fees, taxes,

and any other items identified during checkout (collectively, “Total Price”). You are also

agreeing that we may charge and collect any security deposit identified during

checkout. When you receive the booking confirmation, a contract for Guiding Services

is formed directly between you and the Guide. The cancellation policy and any other

rules, standards, policies, or requirements identified in the Listing or during checkout

form part of your contract with the Guide. Be aware that some Guides work with a

company as part of a team to provide their Guiding Services.

4.2 You are responsible for confirming that you, and anyone you invite, meet minimum

age, proficiency, fitness, or other requirements. You are responsible for informing the

Guide of any medical or physical conditions, or other circumstances that may impact

your ability to participate, attend, or use the Guiding Service. Except where expressly

authorized, you may not allow any person to join a Guiding Service unless they are

included as an additional TRAVELER during the booking process. In the event that a

person attending a tour is not a Member, such person must provide the Guide with

their names and ages. The Traveler Release & Waiver Form MUST BE SIGNED by

all Travelers attending the Adventure Tour.

4.3 You are responsible and liable for your own acts and omissions and are also

responsible for the acts and omissions of anyone you invite to join or provide access

to any Guiding Service. For example, this means you must act with integrity, treat

others with respect, and comply with applicable laws at all times. If you are booking

for an additional user who is a minor or if you bring a minor to a Guiding Service, you

must be legally authorized to act on behalf of the minor and you are solely responsible

for the supervision of that minor. You must inform the Guide if you are bringing an

individual under the age of 18. The Waiver must be signed.

4.4 You acknowledge that many activities carry inherent risks and agree that, to the

maximum extent permitted by applicable law, you assume the entire risk arising out of

your access to and use of the Guided Platform, including your participation in any

Guiding Services, or any other interaction you have with other Members whether in

person or online. This means it is your responsibility to investigate a Guiding Service

to determine whether it is suitable for you. For example, Guiding Services may carry

risk of illness, bodily injury, disability, or death, and you freely and willfully assume

those risks by choosing to participate in those Guiding Services.


5.1 When you accept a booking request, or receive a booking confirmation through the

GuidED Platform, you are entering into a contract directly with the Traveler and are

responsible for delivering your Guiding Service under the terms and at the price

specified in your Listing. You are also agreeing to pay applicable fees like GuidED’s

service fee (and applicable taxes) for each booking. We will deduct amounts you owe

from your payout unless we and you agree to a different method. Any terms, policies

or conditions that you include in any supplemental contract with Traveler must: (i) be

consistent with these Terms and Conditions, our policies, and the information provided

in your Listing, and (ii) be prominently disclosed in your Listing description.

5.2 Guides must honor their bookings, unless the guide must cancel due to a valid

extenuating circumstance such as declared emergencies and epidemics, military

actions and other Guideilities, natural disasters, safety concerns, or dangerous

weather conditions.

5.3 Your Listing must include complete and accurate information about your Guiding

Service, your price, other charges such as security deposits, offline fees, and any rules

or requirements that apply to your Traveler or Listing. You are responsible for keeping

your Listing information (including calendar availability) and content (such as photos)

up to date and accurate at all times. We recommend that you obtain appropriate

insurance for your Guiding Services and suggest you carefully review policy terms and

conditions including coverage details and exclusions. You may only maintain one

Listing per Guiding Service.

5.4 When listing a Guiding Service you must, where applicable, fully educate and inform

Travelers about (i) any risks inherent or incidental to the activities, (ii) any requirements

for participation, such as the minimum age, related skills, or level of fitness, and (iii)

anything else they may need to know to safely participate in the activities (including

dress codes, equipment, special certifications or licenses, etc.). GuidED reserves the

right to decide, in its sole discretion, whether a submitted Listing will be published on

the GuidED Platform.

5.5 If an activity includes a technically specialized activity where we require proof of a

license, certification, or insurance, it will not be published if any of the following is true:

1) the Guide does not submit the requested documents; 2) the requested documents

are expired; 3) the name(s) on the documents does not match the name listed on the

Guide’s GuidED profile; 4) the documents don’t meet our license or insurance

requirements; or 5) We cannot process the provided documents for any other reason

(e.g. blurry photo or unrecognized document type).

5.6 If we are made aware that a Listing, Experience, and/or their Guides violates our

platform policies, community standards, or terms of service, we take action including

permanent removal from our community if warranted. We’re constantly reviewing and

revising our platform policies and protections in order to make the adventures and

Experiences offered on GuidED safer and higher quality.

5.7 You are responsible for providing all equipment, including supplies, vehicles, venues

and other materials (“Equipment”) necessary to the Guiding Services. You are solely

responsible for ensuring that the Equipment used in your Experience is in good

working order and conforms to all laws pertaining to safety, equipment, inspection, and

operational capability. Except as otherwise required by law, you assume all risk of

damage or loss to your Equipment.

5.8 You are responsible for (i) understanding and complying with all laws, rules and

regulations that may apply to your Guiding Services, (ii) obtaining any required

licenses, permits, or registrations prior to providing your Experience; and (iii) ensuring

that your Listing and/or Guiding Services will not breach any agreement you may have

with any third party.

5.9 We may require that you obtain your own insurance in order to publish a Listing on the

GuidED Platform. In such cases, you agree to obtain and maintain insurance for you,

the members of your team or organization, and/or your Listing with the coverage and

in the amounts determined by us in our sole discretion for any and all activities that

take place on your Listing. You agree to cooperate with GuidED to verify such

insurance coverage. In the event that GuidED has obtained its own liability insurance

that covers your Listing, your insurance will be the primary source of coverage and

GuidED’s insurance will operate as excess or secondary insurance for any amounts

exceeding your coverage. Our procurement of such secondary insurance coverage

does not relieve you of your obligation to obtain insurance in amounts required by us.

5.10 Your relationship with GuidED is that of an independent individual or entity and not

an employee, agent, joint venturer, or partner of GuidED. GuidED does not direct or

control your Guiding Service, and you agree that you have complete discretion

whether and when to provide Guiding Services, and at what price and on what terms

to offer them.

5.11 Guides may not solicit an online or offline payment from Travelers outside of the

GuidED’s Platform.

5.12 You acknowledge that Guiding Services carries inherent risks and agree that you

assume the entire risk arising out of your access to and use of the GuidED Platform,

offering Experiences and Guiding Services, or any interaction you have with other

Members whether in person or online. You agree that you have had the opportunity to

investigate the GuidED Platform and any laws, rules, regulations, or obligations that

may be applicable to your Listings or Guiding Services and that you are not relying

upon any statement of law made by GuidED.


6.1 This GuidED Platform is for your personal and non-commercial use only. As a

condition of your use of the GuidED Platform, you agree:

a) not to use this GuidED Platform for any purpose that is unlawful under

applicable law, or prohibited by these terms and conditions;

b) not to defame or disparage anybody or make comments of an obscene,

derogatory or offensive manner or otherwise use this GuidED Platform or its

Content in a way that brings us or any third party into disrepute or causes us

to be liable to any third party;

c) not to reverse engineer, decompile, copy, modify, distribute, transmit, license,

sublicense, display, revise, perform, transfer, sell or otherwise make available

to any third party or otherwise publish, deep link, create derivative works from

or exploit in any way this GuidED Platform or its Contents except as permitted

by us under these terms or as expressly provided under applicable law and/or

under any Additional Terms;

d) not to use this GuidED Platform to distribute viruses or malware or other similar

harmful software codes

e) not to represent or suggest that we endorse any other business, product, or

service unless we have separately agreed to do so in writing; and

f) that you are solely responsible for all costs and expenses you may incur in

relation to your use of this GuidED Platform and shall be solely responsible for

keeping your password and other account details confidential.

6.2 We reserve the right to prevent or suspend your access to this GuidED Platform if you

do not comply with any part of these terms and conditions or any applicable law.


7.1 This GuidED Platform and all intellectual property rights in this GuidED Platform

(including without limitation any Content) are owned by us and/or our licensors. All

Content, information, and materials appearing on or emanating from the provision of

the services (including, but not limited to news articles, photographs, images,

illustrations, audio clips, video clips, links, forum posts, chat posts, messages, emails),

are protected by copyright, and owned or controlled by us or the party credited as the

provider of the Content. We and our licensors reserve all our intellectual property rights

(which include without limitation all copyright, trademarks, domain names, design

rights, database rights, patents, and all other intellectual property rights of any kind)

whether registered or unregistered anywhere in the world.

7.2 Nothing in these terms and conditions grants you any rights in the GuidED Platforms

other than as necessary to enable you to access this GuidED Platform. You agree not

to adjust to try to circumvent or delete any intellectual property notices contained on

this GuidED Platform and in particular in any digital rights or other security technology

embedded or contained within any GuidED Platform Content.

7.3 The Services and Content are protected by copyright pursuant to Canada, U.S. and

international copyright laws. You may not modify, publish, transmit, participate in the

transfer or sale of, reproduce, create new works from, distribute, perform, display, or

in any way exploit, any of the Content or the Services (including software) in whole or

in part.

7.4 You may download or copy the Content and other downloadable items displayed on

the GuidED Platform or Services for personal use only, provided that you maintain and

abide by any author attribution, copyright or trademark notice or restriction in any

material that you download or print.

7.5 You will not sell, redistribute, retransmit, reproduce, display, or otherwise provide

access to the Content to any third party, nor modify or create derivative works from

any Content.

7.6 Trademarks: The use or misuse of any trademarks or any other Content on this

GuidED Platform except as provided in these terms and conditions is strictly

prohibited. Nothing contained on the GuidED Platform shall be construed as granting,

by implication, estoppel or otherwise, any license or right to use any trademark without

our prior written permission.


8.1 Where any software is made available for downloading from the GuidED Platform, this

is our copyrighted work and/or that of our licensors. You may only use such software

in accordance with the terms of the end user license agreement, if any, which

accompanies the software and, subject thereto, in accordance with these terms. All

such software is made available for downloading solely for your use in a non-

commercial manner. Any reproduction or redistribution of software not in accordance

with the end user license agreement and/or these terms is expressly prohibited and

may result in severe civil and criminal penalties.

8.2 Our software is warranted only to the extent expressly required by law or according to

the terms of the end user license agreement. We hereby disclaim all other warranties,

conditions, and other terms (whether express or implied) with regard to the software,

including all implied warranties and conditions of satisfactory quality, freedom from

defects and fitness for a particular purpose. In no event shall our aggregate liability in

respect of any such software exceed the limitations of liability in the applicable end

user license agreement. Or in all other cases the amount you paid us for the relevant


8.3 The provision of the service may include features that operate in conjunction with

certain third-party software, and website such as Google Maps, Stripe, Amazon

Guiding Services, or social networking websites that you visit such as Facebook,

Instagram, YouTube, Vimeo, and Twitter (“Social Network Features”). While your use

of the Social Network Features is governed by these Terms, your access and use of

third-party social networking sites and the services provided through the Services is

governed by the terms of service and other agreements posted on these sites. You

are responsible for ensuring that your use of those sites complies with any applicable

terms of service or other agreements.


9.1 The GuidED Platform is not a secure means of communication and any information

you supply to us will not be kept confidential. For that reason, you should not submit

or send to us any patentable ideas or patent applications, advertising or marketing

suggestions, prototypes or any information, written or oral, which you regard as

confidential or commercially sensitive or valuable (collectively referred to as

“Unwanted Submissions “). While we value your feedback, you agree not to submit

any Unwanted Submissions. Any submission (including any Unwanted Submission)

made to us is deemed to be our property. By transmitting or posting any submission

or other material to us, you agree that, subject to our Privacy Statement, we are

entitled to use any such information in any manner we see fit (including reproduction,

transmission, publication, broadcast, and posting on any media and anywhere in the

world) on a free of charge basis. We shall not be subject to any obligation of

confidentiality nor be liable for any use and/or disclosure of such submissions.

9.2 Where our GuidED Platform enables you to communicate with us and/or other users

of the GuidED Platform, you may not use this GuidED Platform to transmit harmful or

offensive (e.g., violent, obscene, discriminatory, defamatory, or otherwise illegal)

communications or material which might otherwise bring us or these GuidED Platform

into disrepute. Although we reserve the right to monitor, edit, review, or remove

discussions, chats, postings, transmissions, bulletin boards and similar

communications on this GuidED Platform from time to time, we are under no obligation

to do so and assume no responsibility or liability arising from any Content posted on

this GuidED Platform nor for any error, omission, infringement, defamatory statement,

obscenity, or inaccuracy contained in any such information. Our right to use

submissions or other material provided by you is non-exclusive, freely transferable,

and worldwide so you shall be entitled to use your own material yourself subject to

applicable law.

9.3 You represent and warrant that any Content you supply to us is and shall be your own

original work and has been lawfully provided to us and that you have all necessary

consents to provide this to us and that we shall be entitled to disclose your name with

any such Content that we may choose to publish. You agree that you waive all moral

rights you may have in any such Content but that any personal data you supply with

your Content may, if we choose to do so, be used by us as described in our Privacy

Statement. We accept no liability in respect of any content submitted by users and

published by us or by authorized third parties.

9.4 You shall not upload to, or distribute, or otherwise publish on to the Services any

libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material.

9.5 The Services shall be used only in a noncommercial manner. You shall not, without

our express approval, distribute or otherwise publish any material containing any

solicitation of funds, advertising or solicitation for goods or services.


10.1 While we use reasonable efforts to include accurate and up-to-date information on

the GuidED Platform, we do not represent, warrant or promise (whether expressly or

by implication) that any Content is or remains available, accurate, complete, and up to

date, free from bugs, errors or omissions or fit or suitable for any purpose. Any reliance

you may place on the information on this GuidED Platform is at your own risk and we

may suspend or terminate operation of the GuidED Platform at any time at our sole

discretion. Nothing in these terms and conditions shall operate to prejudice any

mandatory statutory requirement or your statutory rights. Content on the GuidED

Platform is provided for your general information purposes only and to inform you

about us and our products and news, features, services, and other websites, which

may be of interest. It does not constitute technical, financial, or legal advice or any

other type of advice and should not be relied on for any purpose.

10.2 While we make commercially reasonable efforts to ensure that this GuidED

Platform is available, we do not represent, warrant or guarantee in any way this

GuidED Platform’ continued availability at all times or uninterrupted use by you of this

GuidED Platform.


11.1 The GuidED Platform may contain hyperlinks or references to third party websites

other than this GuidED Platform. Any such hyperlinks or references are provided for

your convenience only. We have no control over third party websites and accept no

responsibility for any content, material or information contained in them. The display

of any hyperlink and reference to any third-party website does not constitute an

endorsement of such third party’s website, products, or services. Your use of a third-

party site may be governed by the terms and conditions of that third-party site.


12.1 You agree that your use of this GuidED Platform is on an “as available” basis. As

stated above, except as otherwise expressly required by applicable law, we make no

representations, warranties, conditions, or other terms (whether express or implied) in

relation to the provision of this GuidED Platform, including without limitation as to

completeness, accuracy and currency or any Content on the GuidED Platform, or as

to satisfactory quality, or fitness for a particular purpose.

12.2 To the maximum extent permitted by applicable law, we exclude all liability

(whether arising in contract, tort, breach of statutory duty or otherwise) which we may

otherwise have as a result of any error or inaccuracies in any Content, the

unavailability of this GuidED Platform for any reason, and any representation or

statement made on this GuidED Platform.

12.3 We will not be liable for any loss or damage we cause which we could not

reasonably anticipate when you started using this GuidED Platform, for example if you

lose revenue, salary, profits, or reputation as a result of your use of this GuidED

Platform and/or the acts or omissions of any third party such as other users of the

GuidED Platform or any other indirect or consequential loss or damage you may incur

in relation to this GuidED Platform and its Content.

12.4 Under no circumstances shall our aggregate liability to you for any and all claims

arising from your use of the GuidED Platform (including the downloading or use of any

Content) exceed to the extent permitted by law the amounts paid by you to us in

relation to your use of the GuidED Platform or its Content.

12.5 Notwithstanding any other provision of these terms and conditions, we do not

exclude or limit our liability for death or personal injury arising from our negligence, for

any fraudulent misrepresentation made by us on the GuidED Platform or for any other

statutory rights which are not capable of being excluded.

12.6 Any exclusions and limitations of liability in these terms shall be subject to the

Additional Terms in respect of matters covered by those Additional Terms and as

otherwise required by law.


13.1 To the maximum extent permitted by applicable law, you agree to release, defend,

at GuidED’s option, indemnify, and hold GuidED (including its affiliates, and their

personnel) harmless from and against any claims, liabilities, damages, losses, and

expenses, including, without limitation, reasonable legal and accounting fees, arising

out of or in any way connected with: (i) your breach of these Terms and Conditions

(including any supplemental or additional terms that apply to a product or feature) or

our policies or standards, (ii) your improper use of the GuidED Platform, (iii) your

interaction with any Member, participation in an Experience or other Guiding Service,

including without limitation any injuries, losses or damages (whether compensatory,

direct, incidental, consequential or otherwise) of any kind arising in connection with or

as a result of such interaction, participation or use, (iv) your failure, or our failure at

your direction, to accurately report, collect or remit taxes, or (v) your breach of any

laws, regulations or third party rights such as intellectual property or privacy rights.

13.2 Neither GuidED (including its affiliates and personnel) nor any other party involved

in creating, producing, or delivering the GuidED Platform or any Content will be liable

for any incidental, special, exemplary or consequential damages, including lost profits,

loss of data or loss of goodwill, service interruption, computer damage or system

failure or the cost of substitute products or services, or for any damages for personal

or bodily injury or emotional distress arising out of or in connection with (i) these Terms,

(ii) the use of or inability to use the GuidED Platform or any Content, (iii) any

communications, interactions or meetings you may have with someone you interact or

meet with through, or as a result of, your use of the GuidED Platform, or (iv) publishing

or booking of a Listing, including the provision or use of Guiding Services, whether

based on warranty, contract, tort (including negligence), product liability or any other

legal theory, and whether or not GuidED has been informed of the possibility of such

damage, even if a limited remedy set out in these Terms of Use Agreement is found to

have failed of its essential purpose.

13.3 In no event will GuidED’s aggregate liability for any claim or dispute arising out of

or in connection with these Terms of Use Agreement, your interaction with any

Members, or your use of or inability to use the GuidED Platform, any Content, or any

Guiding Service, exceed: (A) to Travelers, the amount you paid as a Traveler during

the 12-month period prior to the event giving rise to the liability, (B) to Guides, the

amount paid to you as a Guide in the 12-month period prior to the event giving rise to

the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).


14.1 These terms are dated May 18, 2021. No changes to these terms are valid or have

any effect unless agreed by us in writing. We reserve the right to vary these terms and

conditions from time to time. Our new terms will be displayed on the GuidED Platform

and by continuing to use and access the GuidED Platform following such changes,

you agree to be bound by any variation made by us. It is your responsibility to check

these terms and conditions from time to time to verify such variations.

14.2 Unless otherwise expressly stated in these terms and conditions, all notices from

you to us must be in writing and sent to our contact address at 80 Maple Golf Cres,

Tobermory, ON, Canada, N0H 2R0 and all notices from us to you will be displayed on

our website.

14.3 We shall have no liability to you for any breach of these terms caused by any event

or circumstance beyond our reasonable control including, without limitation, strikes,

lockouts and other industrial disputes, breakdown of systems or network access, flood,

fire, explosion, or accident, military strife & pandemics.

14.4 If any part of these terms and conditions is unenforceable (including any provision

in which we exclude or limit our liability to you) the enforceability of any other part of

these terms and conditions will not be affected. If we choose not to enforce any right

that we have against you at any time, then this does not prevent us from later deciding

to exercise or enforce that right.

14.5 These terms and conditions (together with the Privacy Statement and any

applicable Additional Terms contain the entire understanding and agreement between

us and you in relation to your use of the GuidED Platform and supersede and replace

any representation, statement, or other communication (whether written or otherwise)

made by you or us which is not contained herein. Save for fraud or fraudulent

misrepresentation, we shall have no liability for any such representation being untrue

or misleading.

14.6 You may not assign, sub-license or otherwise transfer any of your rights and

obligations in these terms to any other person.

14.7 These terms and conditions shall be construed in accordance with and governed

by the laws in effect within the Province of Ontario, Canada.

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