Last Update: 2024-05-31
These SOFTWARE SUBSCRIPTION TERMS OF SERVICE (the “Terms of Service”), together with any Subscriber Supplementary Document, shall apply to and govern the relationship between THE GOAL GETTERS ASSOCIATES INC., a corporation existing under the laws of the Province of Ontario (“Goal Getters”) and each Person with whom Goal Getters has executed and delivered a Subscription Agreement (“Subscriber”).
1. Definitions
1.1 “Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to control a Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” and “controlling” shall have a similar meaning.
1.2 “Section” means and refers to the specified section of these Terms of Service.
1.3 “Authorized User” means an employee or contractor of Subscriber authorized by Subscriber to use the Software under these Terms of Service.
1.4 “Business Day” means any day, 9:00 a.m. to 5:00 p.m., which is not a Saturday, Sunday, statutory or civic holiday in Toronto, Ontario, Canada.
1.5 “Confidential Information” means any and all business, technical and financial data and information of either Party, including the Work, proprietary and trade secrets, technology and accounting records to which access is obtained hereunder by the other Party, and any materials provided by Goal Getters to Subscriber, provided, however, that Confidential Information shall not include any data or information which:
(i) was previously known to the receiving party if the receiving party can prove such prior knowledge and the receiving party did not learn such information from a person whom the receiving party knew was under a duty to the disclosing party not to disclose the information,
(ii) is or becomes publicly available without breach of these Terms of Service,
(iii) the receiving party receives from an independent third party who is not under an obligation not to disclose it,
(iv) is independently developed by the receiving party as evidenced by documentation dated prior to the time of disclosure by the disclosing party, or
(v) is required to be disclosed pursuant to the order of a governmental agency, legislative body, or a court of competent jurisdiction, provided reasonable prior notice of the intended disclosure is provided to the other party.
1.6 “Documentation” means the Software user manuals and supporting documentation, including product description, user references, operation instructions, and release notes, whether in electronic format or printed, as may be provided to Subscriber together with the Software and the Tools and any upgrades, updates, fixes or Modifications from Goal Getters under these Terms of Service from time to time.
1.7“Fixes” means corrections or changes to the Software to correct errors or otherwise make the Software materially conform to the applicable Documentation.
1.8 “including” means “including without limitation” and the term “including” shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it; and “includes” means “includes without limitation”.
1.9 “Intellectual Property Rights” includes all patents, inventions, trade-marks, service marks, registered designs, integrated circuit, topographies, including applications for any of the foregoing, as well as copyrights, design rights, know-how, confidential information, trade secrets, and any other similar rights in Canada and in any other country or jurisdiction.
1.10 “Losses” means losses, damages, liabilities, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
1.11 “Modifications” means any enhancements, changes, corrections, improvements, translations, revisions, developments, upgrades or updates thereto; and “Modify” shall mean the creation of any of the foregoing.
1.12 “Object Code” means the machine-readable, executable form of a computer software program.
1.13 “Parties” means each of Goal Getters and Subscriber and “Party” means either one of them.
1.14 “Person” includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other judicial entity recognized by law.
1.15 “Software” means the specific computer software, whether as Object Code or as Source Code, or both, as specified in Schedule A, and any upgrades, updates, fixes or Modifications.
1.16 “Source Code” means the human readable form of a computer software program, whether or not directly executable by a computer processor.
1.17 “Subscription Agreement” means the subscription agreement entered into between Goal Getters and a Subscriber in respect of a Subscriber’s Use of the Works and Goal Getters delivery of Support Services.
1.18 “Update” means a revision to the Software that improves the functionality of the Software, and may contain new features or enhancements, which is not an Upgrade.
1.19 “Upgrade” means a subsequent version of the Software that Goal Getters designates as a new release and makes generally commercially available.
1.20 “Use” means to install, execute, run, display, store, copy or host the Work.
1.21 “Warranty Period” means a period of thirty (30) days from the date the Software is first delivered to Subscriber.
1.22 “Work” means the Software, the Tools and the Documentation.
2. Services and Fees
2.1 Installation of Software. At a time scheduled between the Parties, Goal Getters will install the Software on to Subscriber’s system. For this initial installation, Subscriber agrees to pay Goal Getters an installation fee in the amount set forth in such Subscriber’s Subscription Agreement, payable in full within 15 days of Goal Getters issuing an invoice in respect thereof. If Subscriber reschedules the agreed upon installation time on less than 48 hours notice, Goal Getters may charge Subscriber a rescheduling fee.
2.2 Subscription. Following the installation of the Software, for the duration of the Term, Subscriber shall have continuous use of the Software, subject to the terms and restrictions imposed by the License, as well as the number of hours monthly of technical and troubleshooting support agreed upon in the Subscription Agreement (“Support Services”), for which Subscriber shall pay a monthly fee (the “Subscription Fee”).
3. Pre-authorized Payments
3.1 Subscriber will provide Goal Getters, or any third party payment processor retained by Goal Getters, with complete and accurate billing information (“Billing Information”), including the legal name of a cardholder, address, telephone number and credit card or debit card information.
3.2 If Goal Getters, or its agents, determines that any such Billing Information is false or fraudulent, including without limitation Billing Information that has been submitted without the cardholder’s consent, Goal Getters reserves the right to terminate the Subscription Agreement in addition to such other remedies available to Goal Getters.
3.3 Goal Getters shall bear no responsibility for any charges or expenses (e.g. for overdrawn accounts; exceeded credit card limits) resulting from charges billed by Goal Getters.
3.4 Each charge will be considered valid unless disputed by you in writing within thirty (30) days after the billing date.
4. Privacy
In the course of delivering goods and services pursuant to a Subscription Agreement, Goal Getters may collect certain personal information pertaining to individuals. For more information about how Goal Getters collects, uses and discloses such personal information, please refer to the Privacy Statement.
5. Grant of License
Subject to the terms and conditions of these Terms of Service, and upon the execution and delivery between Goal Getters and Subscriber of a Subscription Agreement, Goal Getters will grant to Subscriber and Subscriber will accept from Goal Getters, a personal, non-transferable and non-exclusive licence (the “Licence”) to Use the Software, the Tools and the Documentation on Subscriber’s computer hardware, under the price, terms, and conditions specified in these Terms of Service. Any rights not expressly granted herein shall be reserved for Goal Getters. Title to the Software and all copies thereof which Subscriber is permitted to make hereunder shall at all times remain with Goal Getters and all Intellectual Property Rights of whatever nature with respect thereto shall be and remain the exclusive property of Goal Getters.
6. Third Party Software
6.1 The Software provided by Goal Getters will be, in many cases, an add-on to software that has been developed and sold by third parties acting at arm’s length from Goal Getters and its affiliates (“Third Party Software”). Goal Getters disclaims any right, title or interest in or to any intellectual property rights in or to such Third Party Software.
6.2 Subscriber represents, warrants and covenants that it has obtained, and will maintain, the legal right to use any Third Party Software to which the Software will be an add-on or will in any other way interact. To the best of Subscriber’s knowledge, its use of the Third Party Software and all relate marks and intellectual property comply with all laws applicable to Subscriber’s jurisdiction.
7. Use and Restrictions
Except as otherwise provided in Section 4 above, Subscriber shall not:
7.1 copy the Software, the Tools or the Documentation except for making a single copy solely for backup or archival purposes and Subscriber expressly renounces any right to utilize any such copy of the Work for any other purpose;
7.2 market, distribute, export, translate, transmit, merge, Modify, transfer, adapt, loan, rent, lease, assign, share, sublicense or make available to any other Person, including any Affiliate of Subscriber, the Work, in any way, in whole or in part;
7.3 provide the benefit of the use of the Work, in whole or in part, to any other Person, including any Affiliate of Subscriber, via a service bureau, time sharing or, application service provider services;
7.4 disclose, sublicense, lease, rent, or transfer the Software, in whole or in part, to any other Person, including any Affiliate of Subscriber;
7.5 remove, modify, cover or obscure any copyright, trade-mark, licence notices, any names or other identifying marks, or other proprietary notices or legends appearing on or in the Work, any authorized copies of the Work, or any portion thereof; and
7.6 otherwise use the Work except as authorized herein.
Subscriber shall take all reasonable precautions to prevent third parties from using the Work in any way that would constitute a breach of these Terms of Service including, without limitation, such precautions as Subscriber would otherwise take to protect its own proprietary software or hardware or information.
8. Delivery of Work
All Software, Tools, and Documentation will be delivered electronically to Subscriber or provided to Subscriber over the Internet at a location specified by Goal Getters unless physical media options are provided at Goal Getters’ discretion. Subscriber shall be responsible for installing the Work unless otherwise agreed to in writing by Goal Getters, which may incur additional fees.
9. Certain Services Not Included
Goal Getters provides all technical support via the Internet (“Remote Support”). Neither on-site support nor telephone support is included in the technical support provided as part of the Support Services that form part of the Subscription. On-site support or telephone support may be requested by Subscriber and, subject to the availability of Goal Getters’ support representatives, made available for additional fees. Except as may be specified in the Subscription Agreement, the Support Services will not include professional services, custom development, new feature additions, hardware support, hardware parts or consumable supplies, equipment support, system backups, training or other services.
10. Grant Access
To receive Remote Support, Subscriber acknowledges and agrees that it may be requested to provide access to Subscriber’s system or computer. Subscriber may grant or decline to grant such access or determine the level of access granted to Goal Getters, in order to receive the Remote Support. Subscriber acknowledges and agrees that such access will be granted at Subscriber’s own risk.
11. Delivery of Support
To receive Support Services, Subscriber acknowledges that it may be requested to install Fixes, Updates, or Upgrades and agrees to install such Fixes, Updates or Upgrades when requested. All Fixes, Updates, and Upgrades will be delivered electronically to Subscriber unless physical media options are provided at Goal Getters’ discretion. Subscriber shall be responsible for installing such Fixes, Updates, or Upgrades unless otherwise agreed to in writing by Goal Getters, which will incur additional fees at Goal Getters’ then current rates.
12. Updates and Upgrades
During the Subscription, Goal Getters may make available, but will have no obligation of making available, Updates and Upgrades of the Software to Subscriber from time to time, when Goal Getters deems such Updates and Upgrades necessary or desirable. Subscriber may obtain from Goal Getters and Use any Updates during the Support Period without paying any additional fees. Subscriber must obtain a licence and pay an additional licence fee to Use any Upgrades.
13. Additional Modules and Support
During the term of this Agreement, Subscriber may license, or request development of, additional modules, customization or modification of the Software (“Additional Software”). Subscriber agrees to pay Goal Getters the then-current rate for the professional fees and costs for such development and/or the licence fees of such Additional Software.
14. Proprietary Rights
Subscriber acknowledges and agrees that at all times the Work is proprietary to Goal Getters and that Subscriber does not own any rights, including any Intellectual Property Rights, in the Work (including without limitation any Modifications thereto and all related written materials, logos, trademarks, trade names, copyright, patents, trade secret and moral rights, registered or unregistered). No title to the Intellectual Property Rights in the Work is transferred from Goal Getters to Subscriber by these Terms of Service. Subscriber further acknowledges that the Work contains trade secrets of Goal Getters and that the Work is protected by Canadian and international copyright and other intellectual property laws and treaties.
15. Remedy in Event of Breach of License
Subscriber acknowledges and agrees that the Software is of an extraordinary and unique character and that the injury which would be suffered by Goal Getters in the event of a breach by Subscriber of any of its obligations hereunder would be irreparable and otherwise of a character which could not be fully compensated for solely by recovery of monetary damages. Accordingly, Subscriber agrees that, without in any way limiting the other rights or remedies of Goal Getters, Goal Getters shall be entitled to apply to obtain equitable relief, restraining order, injunction, decree, or remedy, as may be appropriate to restrain any breach or threatened breach of this Licence.
16. U.S. Government restricted rights
If the Software is acquired by or for the U.S. Government, then it is provided by Goal Getters with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and 52.227.7202 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, and/or similar successor clauses in the FAR or the DOD or NASA FAR Supplement, as applicable and as amended, unpublished rights reserved.
17. Export Control
Subscriber acknowledges that the Software may not be exported except as authorized by the laws of the jurisdiction in which the Software was obtained and further agrees that it will not export or move any Software to another country without the prior written consent of Goal Getters.
18. Confidentiality
Subscriber shall use reasonable efforts (and, in any event, that are no less than the efforts used to protect its own Confidential Information of a similar nature) to protect from disclosure the Confidential Information of Goal Getters. Subscriber shall divulge such Confidential Information only to its employees, agents, contractors or subcontractors who require access to it for the purposes of these Terms of Service or as otherwise provided in these Terms of Service and shall ensure that its employees, agents, contractors and subcontractors observe these conditions. Subscriber agrees to indemnify Goal Getters for all Losses incurred by Goal Getters as a result of a failure of Subscriber to comply with its obligations under this Section 13 provided that Goal Getters has given prompt notice of any such breach.
19. Injunction Relief
Without limiting any other rights or remedies available to Goal Getters in law or in equity, Subscriber acknowledges and agrees with Goal Getters that the breach by it of any of the provisions of these Terms of Service, including the confidentiality obligations under Section 13, would cause serious and irreparable harm to Goal Getters which could not adequately be compensated for in damages and, in the event of a breach by Subscriber of any of such provisions, Subscriber hereby consents to an injunction being sought against it restraining it from any further breach of such provision of the Agreement.
20. Goal Getters’ Limited Representations and Warranties
20.1 Goal Getters warrants that it has the authority to enter into these Terms of Service and has the right to grant all of the licence rights herein.
20.2 During the Warranty Period, Goal Getters warrants that the media on which the Software is provided will be free from defects in materials and workmanship under normal use and that the Software will materially perform in accordance with the Documentation.
20.3 Subscriber’s exclusive remedy for breach of warranty shall be, at Goal Getters’ option, either (a) refund of all Subscription Fees paid by Subscriber over the previous twelve (12) months under the applicable Subscription Agreement; or (b) replacement of the Software or media. These remedies are not available without proof that the Software was licensed from Goal Getters or an authorized agent of Goal Getters or if the failure of the Software or media has resulted from accident, abuse, or misapplication. Any replacement media will be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer.
20.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND THE TOOLS ARE PROVIDED “AS IS” AND “WHERE IS” AND THE WARRANTIES SET FORTH IN THIS SECTION 15 ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES AS TO MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GOAL GETTERS DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE SOFTWARE WILL MEET SUBSCRIBER’S REQUIREMENTS, NOR THAT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR FREE. GOAL GETTERS IS NOT RESPONSIBLE FOR THE RESULTS OF SUBSCRIBER’S USE OF THE SOFTWARE OR FOR ANY ACTION TAKEN BY SUBSCRIBER OR THIRD PARTIES ON THE BASIS THEREOF.
21. Limitation of Liability
21.1 The Parties agree that the limitation of liability provisions of these Terms of Service reflect an informed voluntary allocation of the risks (known and unknown) that may exist in connection with the licensing of the Software and the Tools hereunder by Goal Getters, and that such voluntary risk allocation represents a material part of the Agreement reached between Goal Getters and Subscriber. Should Goal Getters be in breach of any obligation, Subscriber agrees that Subscriber’s remedies will be limited to those set forth in these Terms of Service.
21.2. IN NO EVENT SHALL GOAL GETTERS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR AFFILIATES, BE LIABLE FOR ANY CLAIM FOR: (A) ANY AMOUNTS REPRESENTING LOSS OF PROFITS OR REVENUES HOWSOEVER ARISING; (B) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SAME; (C) DAMAGES OR EXPENSES ARISING FROM CHANGES IN OPERATING CHARACTERISTICS OF HARDWARE OR SOFTWARE WHICH ARE MADE AFTER THE USE OR MODIFICATION OF THE SOFTWARE; (D) DAMAGES OR EXPENSES ARISING FROM CORRUPTION OF ANY DATA OF SUBSCRIBER WHEN THE USE OF THE SOFTWARE IS NOT WITHIN THE CONTEMPLATION OF THESE TERMS OF SERVICE; OR (D) DAMAGES ARISING FROM THE USE OF THE SOFTWARE WITH OTHER SOFTWARE. SUBSCRIBER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS GOAL GETTERS IN RESPECT OF ALL CLAIMS OR DAMAGES EXCLUDED HEREUNDER.
21.3. THE MAXIMUM AGGREGATE LIABILITY OF GOAL GETTERS, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, DISTRIBUTORS, AND RE-SELLERS, UNDER THIS LICENCE FOR ALL LOSSES, DAMAGES, EXPENSES, OR INJURIES, WHETHER UNDER CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY), BY STATUTE, OTHER LEGAL THEORY, OR OTHERWISE, HOWSOEVER ARISING, AND SUBSCRIBER’S SOLE REMEDY, SHALL BE LIMITED TO AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE AMOUNT OF THE LICENCE FEES PAID BY SUBSCRIBER HEREUNDER, REGARDLESS OF A BREACH OF ANY FUNDAMENTAL TERM OR A FINDING THAT THE REMEDIES PROVIDED HEREIN FAILED WITH RESPECT TO THEIR ESSENTIAL PURPOSE. NO ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THIS LICENCE MAY BE COMMENCED BY SUBSCRIBER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES.
21.4. SUBSCRIBER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS GOAL GETTERS, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, DISTRIBUTORS, AND RE-SELLERS, FROM AND AGAINST ANY AND ALL LOSSES, COSTS, EXPENSES, CLAIMS, OR DAMAGES ARISING OUT OF ANY CLAIM, SUIT, ACTION, OR JUDGMENT BROUGHT AGAINST GOAL GETTERS BY A THIRD PARTY ARISING OUT OF OR RELATED TO THE USE BY SUBSCRIBER OF THE SOFTWARE IN A MANNER NOT AUTHORIZED BY THESE TERMS OF SERVICE OR IN ANY MANNER FOR WHICH THE SOFTWARE WAS NOT DESIGNED OR WHERE THE SOFTWARE HAS BEEN MODIFIED EITHER BY SUBSCRIBER OR FOR SUBSCRIBER BY A THIRD PARTY NOT AUTHORIZED BY GOAL GETTERS.
22. Term and Termination
22.1 Term. The term of these Terms of Service shall be the period of twelve (12) months commencing on the date on which the Software is initially installed on the computer or server of Subscriber (the “Initial Term”), which term shall renew automatically for successive one-year terms thereafter (each, a “Renewal Term” and, collectively together with the Initial Term, the “Term”) unless terminated by either Party in accordance with the provisions of these Terms of Service.
22.2 Notice of Non-Renewal. Subscriber shall have the right, on no less than 60 days’ written notice to Goal Getters prior to the end of the Initial Term or Renewal Term then in effect, to terminate these Terms of Service for convenience upon the expiry of such Initial Term or Renewal Term, as applicable.
22.3 Termination for Cause. Either Party shall have the right on notice to the other Party to terminate this Agreement if:
(i) the other Party should fail to pay an amount when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to the other Party;
(ii) the other Party shall file a voluntary petition in bankruptcy or insolvency or shall petition for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days);
(iii) the other Party shall consent to involuntary petition in bankruptcy or if a receiving order is given against it under the Bankruptcy and Insolvency Act (Canada) or the comparable law of any other jurisdiction (and such is not dismissed within ten (10) days);
(iv) there shall be entered an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or
(v) the other Party shall fail to perform any of the other material obligations set forth in this Agreement and such default in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party.
22.4 Termination for Specific Subscriber Misconduct. In addition to any other remedies available to it under applicable law, should Goal Getters determine in its sole discretion acting reasonably that Subscriber is in breach of its obligations under Sections 4, 5, 2, 9 or 3.2, Goal Getters shall be entitled to immediately terminate the applicable Subscriber Agreement, without prior notice or penalty. For clarity, Goal Getters shall provide written notice to Subscriber as soon as practicable after such termination, but written notice shall not be a prerequisite to such termination.
22.5 Effect of Termination. Upon termination of a Subscription Agreement:
(i) Subscriber’s rights under such Subscription Agreement, including without limitation any rights conferred under the Licence, shall immediately cease and Subscriber shall refrain from any further use of the Works;
(ii) Goal Getters may, in addition to any other remedies available to it under applicable law and without any further notice to Subscriber, disable access to all or any portion of the Works; and
(iii) Subscriber shall forthwith pay all sums owing to Goal Getters.
23. Governing Law
These Terms of Service and any Subscription Agreement entered into in respect hereof shall be governed by and construed in accordance with the laws of Ontario and federal laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract. Except as expressly provided in Section 24, the Parties submit to the jurisdiction of the courts of Ontario. The Parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the International Sale of Goods Act (Ontario), as amended, replaced or re-enacted from time to time
24. Dispute Resolution
24.1 Except with respect to a dispute relating to the Works, which dispute shall be resolved by a court of competent jurisdiction, any dispute arising under or relating to these Terms of Service or any Subscription Agreement entered into in respect hereof that has not been resolved in the normal course of business shall, for matters in Canada, be submitted for binding arbitration before arbitrators in Toronto, Ontario in accordance with the Arbitration Act, 1991 (Ontario) or such successor statute governing arbitration in effect at the time of applying for arbitration.
24.2 The arbitral award will be final and binding upon both parties. The award may be enforced by a court of competent jurisdiction without regard to geographical location. Either party may seek from any court of competent jurisdiction any interim or provisional relief before, during, and/or after any such arbitration. Seeking and/or complying with an order of a court granting such interim or provisional relief does not constitute a waiver of the dispute resolution provision of this Section 8. The arbitrator shall not have the authority to award punitive or other damages in excess of compensatory damages and each party irrevocably waives any claim thereto. The parties, their representatives, other participants and the arbitrator shall hold the existence, content and the result of the arbitration in confidence. Each party shall bear its own expenses but those related to the compensation and expenses of the arbitrator shall be borne equally.
25. Notices
- Any notice required or permitted to be given by one Party to the other under these Terms of Service must be in writing and be personally delivered, sent by courier, by facsimile, e-mail of a PDF document or by prepaid registered mail. A Party may change its address by notice to the other Party. Notice that is mailed will be deemed to have been received five (5) Business Days after date of mailing. Notices personally delivered, sent by courier, by e-mail of a PDF document (with confirmation of transmission) or by facsimile will be deemed to be received on the next Business Day. Such notices must be sent to the respective parties at the addresses set forth in the applicable Subscription Agreement (or at such other address for a party as shall be specified in a notice given in accordance with this Section 18).
26. Severability
Any provision of these Terms of Service which is held to be invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and shall be severed from the balance of these Terms of Service without invalidating or affecting the remaining provisions of these Terms of Service in that or any other jurisdiction, which remaining provisions shall continue in full force and effect.
27. Number and Gender
Words importing the singular include the plural and vice versa; and words importing gender include all genders.
28. Headings
The section headings in these Terms of Service are inserted for convenience of reference only and shall not be considered in the interpretation of these Terms of Service.
29. Amendments
Goal Getters may amend these Terms of Service from time-to-time, and at any time, by posting amended Terms of Service to its website, and by notifying each Subscriber in writing. Each Subscriber who receives notice of amended Terms of Service shall be deemed to have accepted such amended Terms of Service with effect as of the date on which they are posted to Goal Getters’ website.
30. Entire Agreement
These Terms of Service, together with the applicable Subscription Agreement to which Subscriber is a party, constitutes the entire agreement and understanding between the Parties with respect to the matters dealt with herein and shall enure to the benefit of and be binding upon each of the Parties and their respective successors and permitted assigns. All previous agreements, understandings, and representations, whether written or oral, between the parties have been superseded by these Terms of Service.