TERMS & CONDITIONS: Funnel Dating

1. Acceptable Use Policy (AUP)
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2. Terms of Service

1. Acceptable Use Policy (AUP)

Introduction:
‍MDM Consulting Inc. ("MDM", "we", "us", "our") provides its users access to its Services (the "Services") subject to its Terms of Service Agreement, located at https://www.funneldating.com/terms.

The use of our Services is subject to compliance with this Acceptable Use Policy (this “AUP”), which governs access and use of the Services by our customers and users ("you", "your"). By accepting the Terms of Service you agree that your use of the Service is bound by this AUP.

Our AUP is founded on the unifying interpretive principal of mutual respect, whether between MDM and it’s users, our users to each other, or between us, our users, and the public. 
We reserve the right to revise this AUP from time to time.

Prohibited Uses:
‍You may use the Services only for lawful purposes and in accordance with this AUP.

The following activities are unacceptable violations of our this AUP.

You agree not to use the Services:
- In any way that violates any applicable federal, state, provincial, territorial, local, or international law or regulation.
- For the purpose of exploiting, harming, or attempting to exploit or harm, minors in any way by exposing them to inappropriate content, asking for personal information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material which violates the rights of any individual or entity established in any jurisdiction.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
- To impersonate or attempt to impersonate MDM, an MDM employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To use disrespectful, abusive or abrasive language, or other behaviour outside of conversational boundaries that is not consensual and/or welcome.
- To use sexual connotation that is not consensual.
- To bully or in any way convey bigotry, harassment, racism, hateful comments, discrimination, hate speech, intimidation or violence.
- To display images depicting, encouraging or causing violence, physical harm, or emotional or physical shaming.
- To solicit, encourage, facilitate or participate in adultery, extra-marital sexual relations or other polygamous activities that MDM deems to be inappropriate. 
- To display, use or engage in nudity, sexually explicit content, sexual propositions, prostitution, escorting, solicitation or promotion of commercial sexual services, human trafficking or illegal actions of any kind.
- To promote third party content, such as social media accounts, influencers, entities, services or applications, whether in competition with MDM’s Services or not, or otherwise use the Services to gain advertise. 
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the MDM or users of the Services or expose them to liability. 
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Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
- Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any Services traffic or resources available on the Services.
- Use any manual process to monitor or copy any Services traffic or resources available on the Services or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Services.·      Introduce any viruses, trojan horses, worms, logic bombs, or other software or material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services or any server, computer, database, or other resource or element connected to the Services.
- Violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of the Services.
- Otherwise attempt to interfere with the proper working of the Services. 

‍Content Standards
‍You agree not to use the Services to transmit, send, receive, upload, download, use, or re-use, whether knowingly or unknowingly, any material which:
- Contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promotes sexually explicit or pornographic material, violence, physical harm, emotional or physical shaming or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringes any privacy rights, patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Violates the legal rights (including the rights of personality, publicity, and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations.
- Is likely to deceive any person.
- Promotes any illegal activity or advocates, promotes, or assists any unlawful act.
- Causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person.
- Impersonates any person or misrepresents your identity or affiliation with any person or organization.
- Involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Monitoring and Enforcement:
MDM, in its sole discretion, will determine whether your conduct is in compliance with this AUP.

We have the right to:
- Monitor, limit or terminate indefinitely your use of the Services for any purpose in our sole discretion and as we see fit.
- Take any action we deem necessary or appropriate in our sole discretion if we believe a user's conduct violates this AUP, threatens the personal safety of or infringes any intellectual property right or other right of any person, entity, user of the Services or the public, or could create liability for MDM.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this AUP.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone who accesses or uses the Services. 

YOU WAIVE AND HOLD HARMLESS MDM AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

2. Terms of Service

This Terms of Service Agreement (this "Agreement") is a binding contract between you ("Customer", "you", or "your") and MDM Consulting Inc. ("MDM", "we", or "us").

This Agreement governs your access to and use of the Services.THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions.
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(a) “Acceptable Use Policy” has the meaning set forth in Section 4(a).  
(b) "Aggregated Statistics" has the meaning set forth in Section 3(d).
(c) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer to and through the Services.
(d) "Laws" means all local laws, statutes and regulations that would apply to your use of the Services, including without limitation, privacy laws, intellectual property laws, criminal laws, anti-spam laws, and any other regulatory requirements in the jurisdictions in which you use the Service.
(e) "MDM IP" means the Website, the Services and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, MDM IP includes Aggregated Statistics and any information, data, or other content derived from MDM's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
(f) “Member” means any person who creates an account or otherwise accesses and uses the MDM IP for social interactions with other Members, to use MDM’s dating services, to search for and find other Members, or to otherwise communicate with other Member(s) through or assisted by the MDM IP. For the absence of doubt, a Customer is a Member.
(g) "Services" means the services provided by MDM through the Website under this Agreement, which consist of a communication service and social network.
(h) "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
(i) “Website” means our website, located at https://www.funneldating.com

2. Acknowledgements.

You acknowledge and agree:
(a) that you are using the Service at your own risk and that MDM does not screen Members, has no responsibility or control over the behavior of other Members, and that MDM does not, in any manner, vouch for the suitability, civility, reputation, or conduct of any Member;
(b) that, further to (a), above, MDM does not perform background, criminal, police or credit checks on any Member;
(c) that MDM solely offers the Services to assist its Members in facilitating social, non-commercial communications between Members and that you will not use the Services for any other purpose;
(d) that MDM makes no representations or warranties with respect to the compatibility of any Member;
(e) MDM makes no guarantees that you will successfully match with another Member, that an in-person meeting or date would result from any match with another Member, that any match with another Member would result in a relationship;
(f) that you waive any claim against MDM for the acts or omissions of any Member;
(g) that you are solely responsible for your interactions with other Members and that MDM is not responsible for the acts or omissions of any other Member; and
(h) that your use of the Services is in compliance with all Laws.

3. Access and Use.
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(a) Location of Services. You acknowledge and agree that MDM’s servers and Customer Data may be located on servers located inside or outside of Canada, including in nations that may have different laws than Canada. The Services are not intended for use outside of Canada. You represent and warrant that you are a resident of Canada and that you are not using the Services outside of Canada.
(b) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, including the Acceptable Use Policy, MDM hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your personal use in accessing the Services in accordance with the terms and conditions set out herein. MDM shall provide you the necessary passwords and access credentials to allow you to access the Services. You are responsible for choosing a secure password and keeping your passwords and access credentials strictly private and confidential and not sharing them with any other person.
(c) Downloadable Software. Use of the Services may require or include use of downloadable software. MDM grants you a non-transferable, non-exclusive, non-assignable, limited right for you to use the downloadable software we provide solely for the purpose of your personal use in receiving the Services and not for any other purpose. Any Third-Party Products that consist of downloadable software are subject to the terms of Section 4(e).
(d) Use Restrictions. You shall not, and shall not permit any other person to, use the Services, or any software component of the Services, for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any other person to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any applicable law, regulation or rule, or any other right of any other person, including without limitation any intellectual property right, privacy law or privacy right.
(e) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, MDM may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by MDM in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between MDM and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by MDM. You acknowledge that MDM may compile Aggregated Statistics based on Customer Data input into the Services. You agree that MDM may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer.
(f) Reservation of Rights. MDM reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the MDM IP.
(g) Suspension. Notwithstanding anything to the contrary in this Agreement, MDM may, but shall not be obligated, to temporarily suspend or restrict access to the Services, or make use of any operational, technological, legal or other means available (including without limitation blocking specific IP addresses), to restrict Customer's access to any portion or all of the Services if: (i) MDM reasonably determines that (A) there is a threat or attack on any of the MDM IP; (B) Customer's use of the MDM IP, or use of Customer’s account, disrupts or poses a security risk to the MDM IP or to any other Member, customer or vendor of MDM (including through your offline conduct); (C) Customer or a person using Customer’s account is using the MDM IP for fraudulent or illegal activities; (D) MDM's provision of the Services to Customer is prohibited by applicable law; or (E) for violation of our Acceptable Use Policy; (ii) any vendor of MDM has suspended or terminated MDM's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). MDM shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. MDM shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. MDM will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.

4. Customer Responsibilities:
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(a) Acceptable Use Policy. The Services may not be used for unlawful, fraudulent, offensive, harassment, stalking, abusive, or obscene activity, and as further described and set forth in MDM's acceptable use policy ("Acceptable Use Policy") located at https://www.funneldating.com/terms, as may be amended from time to time. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted in the Acceptable Use Policy from time to time.
‍(b) Account Use. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all of your acts and omissions, and you are responsible for all of the acts or omissions of any person who may access and use your account or credentials and any act in breach of this Agreement by such a person shall be deemed to be a breach of this Agreement by you.
(c) Customer Data. You hereby grant to MDM a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for MDM to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
(d) Passwords and Access Credentials. You are responsible for choosing a secure password. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(e) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

5. Fees and Payment:
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‍(a) You shall pay MDM the fees for your subscription as described on https://www.funneldating.com ("Fees") monthly when due without set-off or deduction. All payments hereunder shall be in Canadian dollars unless otherwise specified, and shall be paid on or before the due date. MDM uses Third-Party Products for payment processing, including Third-Party Products provided by Google and Apple. These Third-Party Products are subject to the terms of service of the third party service providers.
(b) Without limiting MDM's other rights and remedies: (i) any amounts payable to MDM and unpaid when due shall bear interest at the rate of 12% per annum or, if lower, the highest rate permitted under applicable law; (ii) you agree to reimburse MDM for all costs that MDM may incur in collecting any amounts and interest owed under this Agreement, including legal fees, court costs, and collection agency fees; and (iii)  MDM may suspend your account at any time for non-payment, with or without warning.
(c) There are no refunds or exchanges for purchased products or services, digital or otherwise.

6. Taxes.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any state, federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on MDM's income.

7. Privacy Policy.

MDM complies with its privacy policy available at https://www.funneldating.com/terms ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.  

8. Intellectual Property Ownership;

Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and the MDM IP and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data.

If you send any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All such Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in and to, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9. Limited Warranty and Warranty Disclaimer.

(a) Customer Warranty; General. You warrant to MDM that (i) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data; (ii) that you have read and agree to the Acceptable Use Policy and that both the Customer Data and your use of the Services are in full compliance with the Acceptable Use Policy and all Laws; and (iii) you warrant that all information that you provide to and through the Services is true and correct.
(b) THE SERVICES ARE PROVIDED "AS IS" AND MDM SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MDM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MDM MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

10. Indemnification:
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(a) MDM Indemnification.
     (i) MDM shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights, provided that Customer promptly notifies MDM in writing of the Third-Party Claim, cooperates with MDM, and allows MDM sole authority to control the defence and settlement of such Third-Party Claim.
      (ii) If such a Third-Party Claim is made or MDM reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit MDM, at MDM's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use the Services. If MDM determines that neither alternative is reasonably available, MDM may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section
      (i) MDM shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights, provided that Customer promptly notifies MDM in writing of the Third-Party Claim, cooperates with MDM, and allows MDM sole authority to control the defence and settlement of such Third-Party Claim.
      (ii) If such a Third-Party Claim is made or MDM reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit MDM, at MDM's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use the Services. If MDM determines that neither alternative is reasonably available, MDM may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 10(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.
      (iii) This Section 10
            (a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.
            (b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at MDM's option, defend MDM and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's privacy, intellectual property, or other rights; (ii) based on Customer's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement or contrary to the Authorized Use Policy; (iii) any breach of Customer’s warranties under sections 9(a); and (iv) any willful act or omission of Customer; provided that Customer may not settle any Third-Party Claim against MDM unless MDM consents to such settlement, and further provided that MDM will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice. For the absence of doubt, a Third-Party Claim includes a claim brought by another Member of MDM relating to or arising from an act or omission of Customer.

11. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL MDM BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MDM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MDM'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO MDM UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term and Termination.

(a) Term. The term of this Agreement begins on the date MDM notifies Customer it can access the Services and continues until terminated.
(b) Termination. In addition to any other express termination right set forth in this Agreement:
      (i) either party may terminate this Agreement, for any reason upon notice to the other party.
      (ii) either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or
      (iii) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the MDM IP. No termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
(d) Survival. This Section 12(d), Sections 5, 10, and 11 and any other right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

13. Modifications.

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. We will notify you of material modifications through direct email communication at your last email address on file with us for your account. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

14. Dispute Resolution.

If any dispute or controversy arises between you and MDM relating to or arising from this Agreement or the relationship between you and MDM (a “Dispute”), the Dispute will be resolved in accordance with this Section 14.

YOU AND MDM HEREBY EXPRESSLY WAIVE THE RIGHT TO ANY TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. YOU AND MDM EACH AGREE THAT CLAIMS WILL ONLY BE BROUGHT IN YOUR AND MDM’S INDIVIDUAL CAPACITIES AND NEITHER OF YOU NOR MDM WILL BRING A CLAIM AS A PART OF A CLASS, WHETHER AS LEAD PLAINTIFF, MEMBER, REPRESENTATIVE, OR OTHERWISE.

(a) Negotiation.

Before resorting to arbitration, each of you and MDM will attempt to resolve the Dispute through negotiation, which negotiation may be conducted electronically or virtually. The complaining party (the “Complainant”) will first provide the other party (the “Respondent”) with a written notice of the dispute (a “Notice of Dispute”). The Notice of Dispute will include (i) the full legal name and contact information of the Complainant, (ii) describe the nature and basis of the claim or dispute in detail, and (iii) set out the specific relief that the Complainant is seeking. If MDM is the Complainant, MDM will send any Notice of Dispute to your billing address or contact address on file and to the last email address that you provided to MDM.

If you are the complainant, you will send the Notice of Dispute to the address of our headquarters, which can be found on our website at https://www.funneldating.com, prepaid, by registered mail or nationally recognized courier, with proof of receipt requested. The effective date of the Notice of Dispute will be the day that MDM receives it, if sent to MDM, or the day that MDM sends it by email if sent to you.  

(b) Binding Arbitration.

If you and MDM are unable to come to a negotiated agreement within 30 days of the effective date of the Notice of Dispute, the Dispute will be finally and conclusively resolved by binding arbitration under the Arbitration Rules of the ADR Institute of Canada. The seat of arbitration will be London, Ontario, Canada and the arbitration may be conducted virtually at the request of either party. The language of the arbitration will be English. The arbitrator will be selected in accordance with the Arbitration Rules, and will be a former judge of Ontario or a senior lawyer licensed to practice law in Ontario and experienced in commercial disputes.

There will be no appeal from the decision of an arbitrator except on a question of law. Costs of the arbitrator shall be determined by the arbitrator consistently with costs practice in the Superior Court of Justice in Ontario. To the maximum extent permitted by law, each arbitration shall be individually between two parties at a time, and no arbitrations shall be combined so as to form a class arbitration.

(c) Enforceability/Law. Any question that must be put to a court pertaining to a Dispute shall be put to the courts of Ontario located in London, Ontario. If this Section 14 is found to be unenforceable in whole or in part, then the exclusive jurisdiction and venue provisions of Sections 15 and 16 shall govern. Any party may obtain an order reflecting a decision or order of the arbitrator in any court of competent jurisdiction.

15. Governing Law.

This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

16. Choice of Forum.

Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, that are not resolved in accordance with Section 14 shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

17. Miscellaneous.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at https://www.funneldating.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.