4. DEFINITIONS – In this Agreement, the following terms or phrases have the following meanings:
a. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. The terms "you" and "your" refer to you, as a user of the website.
b. "Content" means text, images, photos, audio, video, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to or through the Site including, without limitation, place descriptions, data, articles, ratings, reviews, invitations, and information that you display as part of your account profile. "User Content" means Content that users submit or transmit to or through the Site. "Locationary Content" means Content that we create and make available on the Site. "Third Party Content" means Content that is made available on the Site by parties other than Locationary or its users, such as data providers who license data to us for use on the site. "Site Content" means all of the Content that is made available on the site, including Your Content, User Content, Third Party Content, and Locationary Content.
5. FEEDBACK – Please direct any questions or concerns regarding these terms and conditions to email@example.com.
PART A – INCENTIVE PROGRAMS
6. 50% SHARE: Locationary was founded on the principle that we’re working together with our members to create and maintain a special and valuable database. To make it fun for the public to maintain accurate information on each place in the world, Locationary has created a program to reward users based on the information that they provide and fix. As described below, our current policy is to share 50% of the eligible net income received from certain sources with our users.
7. Program Goals: Locationary created the incentive system with the expectation that it would motivate the public to collect, fix, and verify information on an ongoing basis (collectively, “Program Goals”). If the Program Goals cannot be met, Locationary may use employees or contractors instead to add and update information. Locationary reserves the right to add, modify or eliminate Rewards, in its sole discretion, and without any liability, as it deems necessary to accomplish the Program Goals.
8. How the Incentive System Works: On each place profile and throughout the website and mobile app, there are data fields that have applicable “Tickets” and “Profile Shares”. As described more fully below, “Tickets” are used to win prizes (“Prizes”), and “Profile Shares” are virtual shares in that profile used to award users a portion of the eligible income generated by that particular profile (“Profile Dividends”). (Tickets and Prizes, and Profile Shares and Profile Dividends are collectively referred to as “Rewards”). Users receive these Rewards for entering and verifying correct information, or fixing errors. Users may lose these Rewards if their information is determined to be inaccurate. The number or composition of Rewards is not static; Locationary may change or eliminate the number of Tickets, Prizes, Profile Shares and Profile Dividends for any data field at any time to motivate users to provide or fix different information.
9. Share of Eligible Net Profile Income: Locationary awards 50% of Eligible Net Income (as defined below) to the users who fulfill the Program Goals. Locationary reserves the right to set or apportion the Eligible Net Income across the Rewards as it believes necessary, in its sole discretion, to best attain the Program Goals.
10. Eligible Net Income: The following items, less all related expenses, currently constitute “Eligible Net Income”:
+ Hotel booking commissions received by Locationary for bookings made through eligible hotel profile pages on Locationary’s website.
Locationary intends to add to this list over time as new opportunities become available. Locationary may also remove items from this list without liability at any time, in its sole discretion. Locationary has no obligation to add items to this list and will only do so if it believes, in its sole discretion, that the item contributes to the Program Goals.
11. Tickets: Tickets, once collected can be entered into draws to win Prizes. Locationary may increase or decrease the number of Tickets in the system at any time, or even eliminate the Tickets system. Locationary may also change the number and type of Prizes available. Locationary may also increase or decrease the number of Tickets in any account, without liability, in its sole discretion.
12. Profile Shares: Profile Shares are an incentive program statistic used to allocate a share of that profile’s eligible net income to the various contributors of data on that profile. Locationary will calculate and pay “Profile Dividends” from time-to-time based on Eligible Net Income. Your portion of any Profile Dividend paid will be calculated based on the data fields that you entered on that profile that are eligible for Profile Shares, divided by all the data on the profile that is eligible for Profile Shares. Locationary may increase or decrease the number of Profile Shares for any profile or data field, or even discontinue the Profile Shares system if the Program Goals are not being met in Locationary’s sole discretion. For greater certainty, Profile Shares are a means of tracking who added what data on a profile and are not an asset, have no direct or indirect monetary value, are not convertible into cash or other value, and are not a corporate security in Locationary’s ownership or equity, and give no rights, entitlements or interest, directly or indirectly, in Locationary itself, nor in its customers, clients, corporate parents or subsidiaries.
13. Fraud: Locationary may, in its sole discretion, reduce or eliminate any Rewards, including Tickets, Prizes, Profile Shares, Profile Dividends or cash earned previously by any user, without any liability whatsoever, if Locationary suspects that user received such amounts or Rewards in a manner that was fraudulent, against Locationary’s policies as it establishes from time-to-time, or otherwise unfair to Locationary’s customers or community of users.
PART B – USE OF THE WEBSITE
16. YOUR USE OF THE SITE - You agree that you will not, and will not assist or enable others to:
a. use any mobile accessible areas of the website or our mobile applications while driving, biking, boating, operating heavy machinery or engaging in any other potentially hazardous activity (you understand that death, personal injury, or property damage may result from being distracted while engaged in these activities);
b. use obscenities or profanities in any discussion forum, or in communications with Locationary or other users, attempt to offend any person with your nickname or third party viewable details or comments, or use the Site to threaten, stalk, defraud, incite, harass, or advocate the harassment of another person, or otherwise interfere with another user's use of the Site;
c. use the Site to submit or transmit spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;
d. use the Site for promotional or commercial purposes, except as expressly allowed in writing by us;
e. use the Site in a manner that may create a conflict of interest, such as trading reviews with other
business owners or writing or soliciting shill reviews;
f. use the Site for keyword spamming or to otherwise attempt to manipulate natural search results;
g. use the Site to promote bigotry or discrimination against protected classes;
h. use the Site to violate any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
i. use the Site to submit or transmit pornography or illegal content;
j. use the Site to solicit personal information from minors or to harm or threaten to cause harm to minors;
l. modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by us;
m. reverse engineer any portion of the Site, except as may be permitted under the law;
n. remove or modify any copyright, trademark or other proprietary rights notice on the Site or on any materials printed or copied off of the Site
o. record, process, or mine information about other users;
p. use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Site or any Site Content;
q. access, retrieve or index the Site to for purposes of constructing or populating a searchable database of business reviews;
r. reformat or frame any portion of the Site;
s. take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure;
t. exploit any bug in the website or communicate the existence of any such bug to the public or to any other user of the website;
u. attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means; use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses"); use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site; make excessive traffic demands; use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
17. SITE OPERATION - Locationary reserves the right to refuse service, prevent access to the site, terminate accounts, remove or edit Site Content, for any or no reason, in our sole discretion. Locationary also reserves the right to void your rewards and account balance or refuse to make any payment to you without liability if we suspect fraud, unlawful activity, or breach of this agreement through the use of your account. Locationary may impose limits on certain features and services or restrict your access to parts or all of the website without notice or liability. Locationary may make modifications to (including discontinue or suspend) any benefits to you, or any aspect or feature of the website at any time, including the availability of any feature, database, or content without any notice or liability to you. Locationary has no obligation of any kind to provide any support, including any updates (including bug fixes) to the website, to investigate website errors, or to respond to any inquiries.
19. DEALING WITH ADVERTISERS - Your correspondence or business dealings with, or participation in promotions of, advertisers or others found on or through the website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and that party. You agree that Locationary shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or other parties on the website.
20. ANTI-SPAM POLICY - Please refer responsibly! Locationary is strongly against the practice commonly referred to as "Spam". Users who are reported and whose claims of "Spam" are validated by Locationary, will have their respective accounts either immediately TERMINATED or SUSPENDED without compensation, at the sole discretion of Locationary. Locationary defines "Spam" as:
a. Electronic mail messages or Tweets addressed to a recipient with whom the initiator does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient;
b. Messages posted to Usenet, forums, and message boards that are off-topic (unrelated to the topic of
discussion), cross-posted to unrelated newsgroups, or posted repetitively; or
c. Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or an "Instant Messaging" (such as ICQ) or similar communication system;
21. ABUSE REPORTING: If you wish to report a violation of our Anti-Spam Policy, please forward all evidence of abuse to firstname.lastname@example.org.
PART C – YOUR PERSONAL INFORMATION
22. ACCOUNTS – To use features on the website, you may be required to create an account and provide personal information about yourself or your company to us. You represent and warrant that the information you provide is true, accurate, correct and complete and that you will notify us immediately of any changes to it. You agree not to misrepresent your identity, impersonate any other person or entity, or provide incorrect information about your self, as to your location, or relevant to your right to use the website. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account.
23. COLLECTION AND USE OF YOUR INFORMATION - You agree that we and our affiliates may collect and use your personal information gathered through your use of the site. Locationary may use this information to improve our products and/or services, to provide customized services or technologies to you, or to communicate with you. Locationary may disclose this information to others, but not in a form that personally identifies you (for example, we may disclose statistics that do not identify any specific individual).
PART D – INTELLECTUAL PROPERTY
25. PERMISSION TO USE YOUR CONTENT - We may use Your Content in a number of different ways, including displaying it on the Site, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms. As such, you irrevocably grant us a transferable, world-wide license to use and sublicense Your Content for any purpose whatsoever without compensation to you. You further irrevocably waive, and cause to be waived, any claims or assertions of moral rights or attribution with respect to Your Content.
26. RESPONSIBILITY FOR YOUR CONTENT – You alone are responsible for Your Content. You assume all risks associated with Your Content, including anyone's reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use, and authorize the use of, Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by us. You may expose yourself to liability if, for example, Your Content violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is false, intentionally misleading, or defamatory; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
27. USE OF CONTENT - We may remove or reinstate User Content from time to time at our sole discretion. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content. Locationary and its licensees may display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
28. COPYRIGHT DISPUTE POLICY - We have has adopted the following policies and procedures toward copyright infringement. The address of Locationary’s Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is provided at the bottom of this section. It is Locationary’s policy to (i) respond to notices of alleged copyright infringement that comply with this policy; and (ii) terminate the accounts of those determined by Locationary to be "repeat infringers".
29. PROCEDURE FOR REPORTING COPYRIGHT INFRINGEMENTS – If you are a copyright owner or agent thereof, and believe that your copyright is being infringed in connection with the Site, please send a written notification to the Designated Agent detailing the alleged infringement. Your written notification must include:
a. Identification of the copyrighted work that you claim has been infringed;
b. Identification of the Content on the Site that allegedly infringes upon the copyrighted work at issue, and information reasonably sufficient to permit Locationary to locate such Content;
c. A statement by you that you have a good faith belief that the use of the Content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;
d. A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
e. Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
Please note that Locationary may, at its sole discretion, send a copy of such notices to third parties for publication. For example, your letter (with personal information removed) may be forwarded to Chilling Effects (http://www.chillingeffects.org) for publication. Please note that you may be subject to liability if you materially misrepresent that content on the Site infringes your copyright.
30. PROCEDURE TO SUPPLY A COUNTER-NOTICE TO THE DESIGNATED AGENT – If you believe that Content has been mistakenly removed from the Site pursuant to this policy, you may send a written counter-notice to the Designated Agent including the following:
a. Identification of the Content that was removed, and the location on the Site where it would have been found prior to its removal;
b. A statement under penalty of perjury that you have a good faith belief that the Content was removed as a result of a mistake or misidentification;
c. A statement that you consent to the jurisdiction of any judicial district in which Locationary is located, and that you will accept service of process from the person claiming infringement or an agent of such person; and
d. Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
31. ADDRESS FOR DESIGNATED AGENT - Please contact the Designated Agent at the following address:
Copyright Agent, Locationary
312 Adelaide Street West, Suite 400
Toronto, Ontario M5V 1R2
The Designated Agent should only be contacted in connection with the issues raised in this Section. All other inquiries directed to the Designated Agent will not be responded to; instead, such inquiries should be to email@example.com.
32. INTELLECTUAL PROPERTY INFRINGEMENT - The website, including all Content, is protected by international copyright laws and treaty provisions, whether or not a copyright notice is present. We solely and exclusively own the Locationary Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the "IP Rights") associated with the Locationary Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Locationary Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Locationary Content are retained by us. You agree that upon any violation of this covenant, Locationary shall suffer irreparable harm and shall be entitled to injunctive relief against any further violation, in addition to any other damages to which Locationary may be entitled. This covenant is independent of any other covenant, term or condition of this Agreement and shall survive the expiration or termination of this Agreement, it being understood that but for the giving of this covenant by you, Locationary would not have entered into this Agreement.
33. SUBMISSIONS - If you send ideas, comments or suggestions, including, but not limited to, notes, text, drawings, or computer programs, to Locationary or through the website, such submissions shall become, and shall remain, the sole property of Locationary. No submission shall be subject to any obligation of confidence on the part of Locationary. Locationary shall exclusively own all rights to, and shall be entitled to unrestricted use of, all such submissions without compensation to you.
PART E - RISK MANAGEMENT
34. WARRANTIES, DISCLAIMERS, AND LIMITATIONS OF LIABILITY - YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. THE SITE AND ALL SITE CONTENT IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS. LOCATIONARY MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE SITE, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF THE SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF BUSINESS REVIEWS AND BUSINESS INFORMATION LISTED ON THE SITE, AND (3) THE PRODUCTS AND SERVICES ASSOCIATED WITH THE SITE OR SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE PRODUCTS AND SERVICES SOLD BY BUSINESSES LISTED ON THE SITE. LOCATIONARY FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM LOCATIONARY OR THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN.
b. LOCATIONARY DISCLAIMS ALL LIABILITY FOR ANY (A) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) BUSINESS INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION OF LOCATIONARY OR ANY THIRD PARTY, (E) LOSS OF INFORMATION OR DATA, OR (F) LOSS OF TIME. THE FOREGOING SHALL APPLY EVEN IF LOCATIONARY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.
c. YOU ACKNOWLEDGE THAT YOU MAY NEVER RECEIVE CASH, PRIZES OR OTHER REWARDS AWARDED AS A RESULT OF YOUR PARTICIPATION IN THE WEBSITE. AND PRIZES OR CASH PAID TO YOU ARE IN THE NATURE OF A GIFT FROM LOCATIONARY AND NOT COMPENSATION FOR YOUR TIME.
d. LOCATIONARY FURTHER DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE SITE AND SITE CONTENT. YOU AGREE TO BEAR THE ENTIRE RISK AS TO THE QUALITY, RESULTS AND PERFORMANCE OF THE WEBSITE. YOU ACKNOWLEDGE THAT THE WEBSITE, THE INTERNET, OR YOUR COMPUTER MAY NOT FUNCTION PROPERLY OR AT ALL.YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA OR DAMAGE TO YOUR COMPUTER FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER IN THE COURSE OF USING THE SITE. YOU FURTHER ACKNOWLEDGE THAT THE WEBSITE MAY MALFUNCTION OR CONTAIN ERRORS AND OTHER PROBLEMS THAT COULD CAUSE YOU A PARTIAL OR COMPLETE SYSTEM FAILURE INCLUDING, BUT NOT LIMITED TO, PARTIAL OR COMPLETE CORRUPTION OF YOUR DATA, ACCOUNT BALANCES, OR ACCOUNT INFORMATION.
e. LOCATIONARY ALSO DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, ADVERTISERS, OR USERS ON THE SITE. YOUR COMMUNICATIONS OR DEALINGS WITH SUCH BUSINESSES, ADVERTISERS, AND USERS ARE SOLELY BETWEEN YOU AND THEM, THOUGH LOCATIONARY RESERVES THE RIGHT TO MONITOR DISPUTES BETWEEN YOU AND THEM.
f. LOCATIONARY'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LOCATIONARY IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
h. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH.
35. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
PART F – GENERAL LEGAL PROVISIONS
37. NOTICES - Except as explicitly stated otherwise, any notices given to Locationary shall be given by email to firstname.lastname@example.org. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by email, regular mail or through a posting on the website.
38. TERMINATION - Without prejudice to any other rights, either party may terminate this Agreement without cause with notice to the other. This Agreement (including all licenses granted to you by this Agreement) shall terminate automatically if:
a. you fail to comply with any of the terms or conditions described herein;
b. we discontinue operation of the website; or
c. Locationary publicly posts a written notice of termination on the website.
41. LEGAL FEES - If any action at law or in equity is necessary to enforce or interpret Locationary's rights under this Agreement the terms of this Agreement, or any of the provisions hereof, Locationary shall be entitled to recover from you, in addition to any other relief to which Locationary may be entitled, reasonable legal fees, interest, costs and necessary disbursements.
42. GOVERNING LAW - If there is any dispute about or involving the Site or Locationary, you agree that any such dispute will be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts in Toronto, Ontario, Canada.
44. ARBITRATION - Any claim, dispute or controversy (whether in contract or tort, pursuant to any statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) this Agreement, including without limitation any license granted to you by us pursuant to this Agreement; (b) the website; (c) oral or written statements, advertisements or promotions relating to this Agreement or to the website; (d) the relationships that result from this Agreement (including relationships with third parties) (collectively the "Claim"), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). You agree to waive any right you may have to commence or participate in any class action against Locationary related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Locationary. If you have a Claim you should give written notice to arbitrate to Locationary at the address obtained by following the instructions in Section 11. If Locationary has a Claim it will give you notice to arbitrate at the address you have provided to Locationary, or if you have not provided a mailing address, to your email address. Arbitration of Claims will be conducted in such forum and pursuant to such rules as you and Locationary agree upon, and failing agreement will be conducted in Toronto, Ontario by one arbitrator pursuant to the laws and rules relating to arbitration in Ontario.
45. SEVERABILITY - If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be limited to the minimum extent necessary or severed from the remainder of this Agreement, which will otherwise remain in full force and effect and enforceable.
47. ENTIRE AGREEMENT - This Agreement constitutes the entire agreement between you and Locationary and supersedes all prior agreements or other arrangements, understandings, negotiations and discussions, whether oral or written. No other representations or warranties are made, save for those contained within this Agreement. Any conflicts between the terms or conditions of this Agreement and the terms or conditions of any other agreement between you and Locationary shall be decided by reference to this Agreement.