Terms of Service

1. OVERVIEW

These Terms of Use form a legally binding contract between MINUTESKILL INC. (“we”, “our”or “us”) and the people and companies (“Users” or “you”) that access and use our website located at www.minuteskill.com, https://onecliq.io/ or any related website or mobile platform owned or operated by us (collectively, the “Website”), any related services, content, products or interactions we provide to you or others through such websites and platforms (together with the Website, the“Services”).

PLEASE   READ   THESE   TERMS   OF   USE   CAREFULLY.   THESE   TERMS   OF   USECONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. THESETERMS OF USE GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE AND ITSSERVICES. BY VISITING OUR WEBSITES OR OTHERWISE USING OUR SERVICES,YOU AGREE TO BE BOUND BY THESE TERMS OF USE (INCLUDING THE LINKEDDOCUMENTS REFERRED TO IN THESE TERMS), AS REVISED FROM TIME TO TIME. IFYOU DO NOT ACCEPT THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THEWEBSITE OR THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OF USEOR   ANY   OTHER   TERMS,   CONDITIONS,   RULES,   POLICIES,   GUIDELINES   ORPRACTICES APPLICABLE TO THE WEBSITE OR THE SERVICES, YOUR SOLE ANDEXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE WEBSITE,AND ALL ASPECTS OF THE SERVICES. YOU MAY ONLY USE THE WEBSITE OR THESERVICES IF YOU ARE A RESIDENT OF CANADA (EXCLUDING QUEBEC). IF YOU USEOR ACCESS THESE SERVICES FROM OUTSIDE OF CANADA (INCLUDING QUEBEC),YOU DO SO AT YOUR OWN RISK. YOU REPRESENT THAT YOU ARE AT LEAST THELEGAL AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE USING OURSERVICES ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVETHE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS OF USE, INWHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU DONOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OFUSE , YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.

These Terms of Use are effective on the earlier of the date (a) you click to accept these Terms ofUse, or (b) you first access or use the Services, or sign up for an account. You acknowledge ourPrivacy Statement located at [insert link] (the “Privacy Statement”), as revised from time to time,and you consent and agree to our collection, use and disclosure of personal information asdescribed in the Privacy Statement.

2. 2. SERVICES AVAILABLE ON THE WEBSITE AND LIMITED LICENSE

Without restriction, we generally offer the following services through the Website:

MinuteSkill is a social learning network that allows professionals to create and share short-form videos and other content; allows learners to discover, watch and share short-form videos and other content; allows businesses to train their employees with private internal videos and access public videos; promotes a social learning community for people to connect, inform and inspire through knowledge sharing; and acts as a distribution platform for professional content creators and advertisers around the world.

Cliq is a content repurposing platform that repurposes long-form content automatically for your preferred platform, including IG, TikTok, YT Shorts, LinkedIn, Blogs & more. When you upload a video or podcast, our AI creates shorter video clips and written content (like video descriptions, social media posts, etc.) in minutes.

To that effect, we grant you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to access and use the Website and its accompanying services, and the contentthat we make available to you on the Website, including marketing, materials, text, audio, video,photographs, maps, illustrations, graphics, the trademarks and other media (“Content”), in eachcase subject to and conditional on your continued compliance with the terms and conditions of these Terms of Use. All Content available through our website is owned by us and our third-party providers.  All Content is provided for informational purposes only, and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of anyContent. These Terms of Use permit you to use our website for your personal use only, and not for any commercial purpose other than for transactions enabled by the functionality of the Website.For greater certainty, we, in our sole discretion, may terminate or suspend your license to use theWebsite, its accompanying services and/or some or all of the Content at any time, for any reason orno reason, with or without notice to you, and without any liability to you or any other person. If we terminate or suspend your license to use the some or all of the Website or Content, these Terms ofUse will nevertheless continue to apply in respect of your use of the Website and Content prior tosuch termination or suspension.

3. YOUR CONTENT

(a) USER CONTENT

Our Services may allow you to edit, upload, store or share content that includes but is not limited to text, video, data, messages, text, images, graphics, and other information or content. Anything(other than Feedback) that you upload or otherwise make available through the Services is referred to as “User Content.” We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

(b) PERMISSIONS TO YOUR USER CONTENT

By making any User Content available through the Services you hereby grant to us, our licensors, and their affiliates a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense, to use, reproduce, process, host, store, copy, communicate, modify, create derivative works based upon, distribute, publish, publicly display, publicly perform and otherwise make available your User Content in connection with us, our licensors, and their affiliate providing, operating, securing, and improving their services. This license includes the right to host, index, cache or otherwise format your User Content.

(c) YOUR RESPONSIBILITY FOR USER CONTENT

You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights, consents and permissions that are necessary to grant us the license rights in your User Content under these Terms of Use. You represent and warrant that neither your UserContent, nor use and provision of your User Content to be made available through the Services, norany use of your User Content by us on or through the Services will infringe, misappropriate orviolate a third party’s intellectual property rights, contract rights or rights of publicity or privacy, orresult in the violation of any applicable law or regulation.

You further agree that we are not responsible for any violations of any third-party rights in any of your User Content. You agree to pay all royalties, fees and other monies owing to any person by reason of the User Content uploaded, displayed or otherwise provided by you by way of theServices. You will only include in your User Content the personal information of another individual if you have the express permission of that individual or if you are otherwise entitled todo so at law.

(d) REMOVAL OF USER CONTENT

You can remove your User Content by specifically deleting it. You should know that in certainin stances, some of your User Content may not be completely removed and copies of your UserContent may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

We have the right, without notice to: (a) remove or refuse to post and of your User Content for anyor no reason in our sole discretion; (b) at all times, take such actions with respect to any of yourUser Content we deem necessary or appropriate in our sole discretion; or (c) take appropriate legal action, including without limitation, referral to law enforcement or any other governmental authority with respect to your User Content or your use of any of the Services. Without limiting the foregoing, we will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website or the Services.

Notwithstanding the foregoing, we have no obligation, nor any responsibility to any party to monitor the Website or the Services, and do not and cannot undertake to review material that you or other users submit. We cannot ensure prompt removal of objectionable material after it has been posted   and   we   have   no   liability   for   any   action   or   inaction   regarding   transmissions, communications, or content provided by any user or third party, subject to applicable laws

(e) YOUR USE OF GENERATED CONTENT

Our Services may allow you to generate, store or share text content. Any text that you generate through the Services is referred to as “Generated Content.” All right, title and interest in and toGenerated Content, together with any intellectual property rights incorporated therein, vest in Us, and subject to your compliance with these Terms of Use, we hereby grant you a non-exclusive, worldwide, license, with the right to sublicense, to use, copy, modify, sell, create derivative works based upon, distribute, publicly display, and publicly perform Generated Content for your lawful business purposes.

(f) ANONYMIZED AND USAGE DATA

By using the Services, you further grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, create derivative works of and otherwise use your User Content to create de-identified, anonymized or aggregated data sets that no longer contains any information that identifies you (“Anonymized Data”). As between us and you, all right, title, and interest in Anonymized Data, and all intellectual property rights therein, belong to and are retained solely by us. You agree that we may (i) make Anonymized Data publicly available in compliance with applicable laws, and (ii) use Anonymized Data to the extent and in the manner permitted under applicable law, including to develop, optimize, improve or promote our products and services (including the Website), provided that such Anonymized Data does not identify you or include any personal identifiable information that can be re-identified back to you.

In addition to Anonymized Data, any non-identifiable information gathered by us through your use of the Services (“Usage Data”) may be used by us for our own marketing, promotional and product development and optimization purposes, machine learning and artificial intelligence models, algorithms, and weightings, and more specifically may be stored in a database and used by us to identify, customize and personalize user access, user experience within the Website. Usage Data may be shared with our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes. For greater certainty, Usage Data shall not identify you in any way whatsoever and shall be completely de-identified information.

4. YOUR ACCOUNT

In order to fully use the Services, you will be required to create an account. We may also allow youto register using Third Party Services (as defined in Section 14) such as your [Google, Facebook orApple Account]. We recommend that you use a strong password, that you change it frequently, and that you do not reuse passwords. You agree not to disclose your username or password to any third party. We may reject, or require that you change your password. You represent and warrant to us that you have not misrepresented any information that you have provided to us in connection with your account. You are solely responsible for all activities that occur under your account. You shall abide by all applicable local, provincial, national and foreign laws, treaties and regulations in connection with use of the Services and the Content, including those related to data privacy, international communications and the transmission of technical or personal information. If you become aware of any unauthorized use of your account, you must notify us immediately. It is your responsibility to update or change your account information, as appropriate.

5. SUBSCRIPTIONS

(a) GENERAL

When you purchase a subscription for the Services (“Subscription”), you expressly authorize us (or our third-party payment processor) to charge you for such Subscription. We may ask you to supply additional information relevant to your Subscription, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification(such information, “Payment Information”).

You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Subscription, you authorize us to provide your Payment Information to third parties so we can complete the transaction related to yourSubscription and to charge your payment method for the type of Subscription you have selected (plus any applicable taxes and other charges).

You may need to provide additional information to verify your identity before completing your Subscription (such information is included within the definition of Payment Information).

By initiating a Subscription, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Subscriptions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

(b) SUBSCRIPTION FEES

If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each   month   thereafter,   at   the   then-current   Subscription   Fee.   BY   PURCHASING   A SUBSCRIPTION, YOU AUTHORIZE US TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW.

If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month on the anniversary of the commencement of your Subscription, using thePayment Information you have provided until you cancel your Subscription.

By agreeing to these Terms of Use and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or by us. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services orSubscription in accordance with these Terms.

(c) CANCELLATIONS AND REFUNDS

You may cancel your Subscription for a full refund within five (5) calendar days of your initial purchase if you have not used more than 25% of the Services included in your Subscription.

After that, your purchase is final and you will not be able to cancel the purchase and/or receive are fund of your subscription fee for that month. Refunds are only applicable to the current subscription charge on your account, not for overage charges from the prior month or additional charges added to your account. We hold our customers responsible for managing their accounts, credit limits, and overages.

When you cancel your Subscription at any time outside of this 5-day window, the cancellation will be effective at the end of the then-current Subscription period. If something unexpected happens in the course of completing a transaction, we reserve the right to cancel your transaction for any reason; if we cancel your transaction we will refund any payment you have already remitted to us for such transaction.

You can cancel your Subscription at any time on the Website. To cancel, go to your account, then click on billing/subscriptions and click on “Manage.” You will be redirected to your portal on our payment processor where you can cancel any active subscriptions.

You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.

(d) FREE TRIALS AND BETA SERVICES

We may offer to certain qualifying users paid Subscriptions on a free trial basis (“Free Trial”) for a specified period of time. If we offer you a Free Trial, the specific terms of your Free Trial will be provided at signup. Your use of the Free Trial is subject to your compliance with such specific terms.

Certain limitations may exist with respect to combining Free Trials with any other offers. Except as may otherwise be provided in the specific terms for the Free Trial offer, Free Trials are only available to users who have not previously held a paid Subscription.

During the Free Trial, we will make the Services available to the Customer on a trial basis until the earlier of: (i) expiry of the Trial Services, (ii) the date on which any paid Subscription commences, and (iii) termination of the Free Trial by us at any time in our sole discretion by giving notice to you in writing.

From time to time, We may make also services or functionality available to you to try at its optionand which are clearly designated as beta, pilot, limited release, developer preview, non-production,evaluation, trial, or by a similar description (“Beta Services”). You may choose to try such BetaServices or not in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered Services under this Agreement. However, all restrictions, our reservations of rights, and your obligations concerning the Services, will apply equally to your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire on the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in its sole discretion and may never make them generally available.

We will have no liability for any harm or damage arising out of or in connection with a TrialService or Beta Service, unless such harm or damage are a direct result of our gross negligence or willful misconduct.

6. USE RESTRICTIONS

You will, and will not permit any third party to: (a) make the Website or the Services generally or the Content available to, or use the Services or the Content for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services or the Content, or include the Services or the Content in a service bureau or outsourcing offering, (c)use the Services to publish or transmit any content (including User Content) or links that incite violence, depict a violent act, depict child pornography, or threaten anyone’s health and safety, or to store or transmit offensive, infringing, libelous, discriminatory, obscene, defamatory or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the Services to send unsolicited bulk or commercial messages in violation of the laws and regulations applicable to your jurisdiction, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data (collectively, “Malicious Code”), (e)interfere with or disrupt the integrity or performance of the Website or the Services, (f) attempt to gain unauthorized access to the Website or Content or their related systems or networks, (g) accessor use any of our intellectual property except as permitted under these Terms of Use, (h) alter, modify, reproduce, copy or make derivative works from all or any part of the Website or theContent or any part, feature, function or user interface of the Website (include any copyright, trademark, or any other notices that are provided on or in connection with any Content), (i) frame or mirror any part of the Website or the Content, or otherwise incorporate any portion of theWebsite or the Content into any product or service, (j) access or use the Services, in whole or in partin order to build a competitive product or service or to benchmark with a product or service not provided or operated by us, (k) reverse engineer, disassemble, decompile, or adapt the Website, or any software used to provide them (to the extent such restriction is permitted by applicable laws),(l) access or use any part of the Services or Content that is (expressly or implicitly) not intended for use by you, (m) use any automation code not provided or authorized by us in relation to theServices or Content (including any “bot” or “spider”), (n) collect or harvest any information from the Services or Content in a bulk or systematic way, (o) remove, alter, or obscure any proprietary notices on the Website or the Content, (p) probe, scan, or test the vulnerability of the Services or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (q) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the Website, (r) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or any systems or networks connected to them, or (s) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to us or any other person on or through the Services.

7. PROPRIETARY RIGHTS AND FEEDBACK

We and our licensors have and will retain all right, title and interest in and to the Website, theServices and the Content and the software and systems used to provide them (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. You acknowledge that you are obtaining only a limited right to access and use the Services, the Website and the Content. No rights are granted to you under these Terms of Use other than as expressly set forth. Without limitation, you have no right to use any trademarks owned or used by us.

Certain names, graphics, logos, icons, designs, words, titles and phrases on the Website, including“MinuteSkill”, “Cliq” and “OneCliq” may constitute our and our affiliates trademarks, trade-names, trade dress and/or associated products and services (the “Marks”), and are protected inCanada and internationally and their display on the Website does not convey or create any licence or other rights in the Marks.  Any use of any of the Marks, in whole or in part without our prior written authorization or such third party is strictly prohibited. Other trademarks, trade names, trade dress and associated products and services mentioned on the Website, or through the Content andServices, may be the trademarks of their respective owners.  The display of these trademarks, tradenames, trade dress and associated products and services on the Website does not convey or createany licence or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.

The Website may contain or be provided together with free or open-source software. Each item of free or open-source software is subject to its own applicable license terms, which can be found in the applicable documentation or the applicable help, notices, about or source files as required by the terms of the applicable open-source license. Copyrights to the free and open-source software are held by the respective copyright holders indicated therein.

You grant to us and our affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sub licensable (through multiple tiers) license to use and incorporate into the Services. the Content, and any of our other products and services any ideas, descriptions, suggestion, enhancement request, recommendation, correction or feedback in the form of message, text, images, graphics, photos, audio, video and any other content provided by you.

8. DISCLAIMERS AND LIABILITY

THE WEBSITE, THE CONTENT AND THE SERVICES GENERALLY ARE PROVIDED “ASIS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE SERVICES, THE WEBSITE AND THE CONTENT ISAT   YOUR   OWN   RISK.   WE   DISCLAIM   ALL   WARRANTIES,   REPRESENTATIONS,COVENANTS   AND   CONDITIONS   (EXPRESS,   IMPLIED   OR   STATUTORY)   IN CONNECTION WITH THE WEBSITE, THE SERVICES AND THE CONTENT, INCLUDING ANY WARRANTIES, REPRESENTATIONS, COVENANTS, CONDITIONS, OR OTHER TERMS   OF   MERCHANTABILITY,   FITNESS   FOR   A   PARTICULAR   PURPOSE,ACCURACY,   COMPLETENESS,   PERFORMANCE,   AND   NON-INFRINGEMENT.   WEMAKE NO REPRESENTATION OR WARRANTY OR ANY OTHER TERM THAT THE SERVICES, IN WHOLE OR IN PART, THE WEBSITE, AND THE CONTENT WILL OPERATE   ERROR   FREE   OR   IN   AN   UNINTERRUPTED   FASHION,   OR   THAT   THE WEBSITE, THE SERVICES AND THE CONTENT WILL BE SECURE, OR THAT THE CONTENT OR MATERIALS THAT YOU DOWNLOAD OR GENERATE THROUGH USEOF THE WEBSITE OR THE SERVICES, OR THAT THE CONTENT, WILL BE FREE OF MALICIOUS   CODE.   WE   ARE   NOT   RESPONSIBLE   FOR   THE   SECURITY   OF   ANY INFORMATION TRANSMITTED TO OR FROM THE SERVICES, INCLUDING YOUR USER CONTENT. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT ANY THIRD   PARTY   WEBSITES,   OTHER   USER   CONTENT   OR   RELATED   CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS ON THE WEBSITE, THE SERVICES   OR   THE   CONTENT.   YOUR   SOLE   AND   EXCLUSIVE   REMEDY   FOR DISSATISFACTION WITH THE WEBSITE, THE SERVICES AND THE CONTENT IS TOSTOP USING THEM.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY (AND OUR DIRECTORS, OFFICERS,   EMPLOYEES,   PARTNERS,   SUPPLIERS   AND   AGENTS,   THIRD   PARTY SERVICES AND THIRD PARTY CONTENT) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES)(COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE WEBSITE, THE SERVICES, OR USE THEREOF, OR THE CONTENT, OR THESE TERMS, EXCEED THE LESSER OF (A)THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) $100.

IN NO EVENT WILL WE (OR OUR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS,SUPPLIERS OR AGENTS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT PROVIDERS) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL,CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FORANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

In some circumstances, applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all the above disclaimers, exclusions or limitations above may not apply to you.

9. INDEMNIFICATION

You agree to indemnify and hold us harmless, including our officers, directors, shareholders, employees and agents, from and against any and all claims and expenses, including legal fees and disbursements, which are made against us and arise out of your use of the Website, including but not limited to your violation of any term of these Terms of Use or any other policy posted on the Website, or any Losses resulting from any of your User Content.

10. USE OF AUTOMATED SYSTEMS AND TARGETED ADVERTISING

We may engage in interest-based advertising (known as targeted or behavioural advertising) inconnection with your use of our products and services or the Website. Interest-based advertisingmeans that your preferences and interests are collected through cookies or similar technologies andthen used to provide you with marketing materials and suggested product features, customizedsearch results and promotional offerings that are relevant to you, based on those preferences,interests and activity on the Website. Where we collect Personal Information (as defined in ourPrivacy Statement) from you using any technology that includes functions allowing you to beidentified, located or profiled, we may be required by law to obtain your distinct express consent tothe activation of such functions.

11. ELECTRONIC COMMUNICATION WITH YOU

Use of the Website may include push notifications or other communication capability, including byway of SMS or email, to you. You hereby approve and consent to our delivery of electronic communications directly to your mobile device. These notifications may include information regarding your use of the Services, updates to these Terms of Use or the Privacy Statement, or other notifications related to the features and services of the Website. These notifications may be delivered to your device even when the Website is running in the background. You have the ability, and it is your responsibility, to control the notifications you do, or do not, receive through your device. It is your responsibility to keep your account information secure when using this feature.

12. CONTENT, FUNCTIONALITY AND ACCESS

We may at any time, with or without notice, without liability, and for any reason (a) remove anyContent from the Website, (b) remove any functionality from the Services, (c) change any functionality on the Services, (d) modify the Website or the Content, and (e) deny any person access to the Services. We furthermore reserve the right to take any action related to the Website, the Services or the Content that is required to comply with applicable law.

13. GOVERNING LAW, DISPUTE RESOLUTION AND INJUNCTION

These Terms of Use and any access to or use of the Website shall be governed by, and construed in accordance with, the laws in force in the Province of Ontario and the federal laws applicable therein.

If any claim, dispute or controversy occurs between us and you relating to the interpretation or implementation of any of the provisions of these Terms of Use, such dispute shall be resolved by private, confidential and binding arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either you or us. Arbitration shall be held in the Province of Ontario, unless otherwise agreed by the parties. The arbitration procedure to be followed shall be agreed by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of theArbitration Act, 1991, SO 1991, c 17. Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Notwithstanding the foregoing and to the extent applicable, you acknowledge that any breach, threatened or actual, of these Terms of Use may cause irreparable harm to us, such harm would not be quantifiable in monetary damages, and we would not have an adequate remedy at law or under arbitration. To that effect, you agree that we may be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms of Use, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to thecontrary. You hereby waive any requirement that we post any bond or other security in the eventany injunctive or equitable relief is sought by or awarded to us to enforce any provision of theseTerms of Use.

14. WAIVER OF CLASS ACTION

By using the Website, you agree to resolve any claim or dispute arising between you and us on an individual basis, rather than addressing such claim or dispute as part of a group or class. You hereby waive any right you may have to commence or participate in any class action lawsuit commenced against us or our affiliates related to any claim, dispute or controversy arising from your use of the Website. Where applicable, you hereby agree to opt out of any class proceeding against us otherwise commenced.

The above waiver shall not apply to claims or disputes arising under consumer protection legislation or any other claim or dispute where a waiver of class action lawsuits is unenforceable at law.

If this class action is found to be illegal or unenforceable as to all of some parts of a dispute, then this section will not apply to those parts.

15. THIRD PARTY SERVICES, CONTENT AND LINKS

The Website may allow you to access and use services provided by third parties (“Third PartyServices”). You are responsible for all fees and taxes that may be charged for the use of Third PartyServices. You use any Third Party Services at your own risk. We make no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. We do not guarantee the continued availability of Third Party Services, and we may disable a Third PartyService in our sole discretion. Your dealings with the provider of any Third Party Services are solely between you and the provider. Accordingly, we expressly disclaim responsibility and liability for all Third Party Services, and you agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third PartyServices. If you have any issues with a Third Party Service, you must contact the provider of theThird Party Service directly.

The Website and the Content may provide links to other sites on the Internet for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by us and are maintained by third parties over which we exercise no control. Accordingly, we expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party

16. GENERAL TERMS

a. AMENDING THESE TERMS OF USE

These Terms of Use may be updated and amended from time to time. We reserve the right to change these Terms of Use at any time, and any amended Terms of Use are effective upon posting to the Website. We will make efforts to communicate any changes to these Terms of Use we deem material, in our sole discretion, via email or notifications on the Website. If you disagree with any amendments after receiving such notice, you may refuse such amendment and cease using theWebsite and the Services – there will be no cost or penalty for doing so. Your continued use of theWebsite will be deemed to be immediate and unconditional acceptance of any amended Terms ofUse, whether or not we deemed the amendments to be material.

b. ASSIGNMENT

We may assign or delegate these Terms of Use, in whole or in part, to any person or entity at anytime with or without your consent and without prior notice to you. You may not assign or delegate any rights or obligations under these Terms of Use, without our prior written consent, and any unauthorized assignment and delegation is void. These Terms of Use will enure to the benefit of and will be binding on you and your respective successors and permitted assigns.

c. NO WAIVER

No waiver of a provision, right or remedy of this Agreement shall operate as a waiver of any other provision, right or remedy or the same provision, right or remedy on a future occasion.

d. NO AGENCY

The parties to these Terms of Use are independent contractors and are not partners or agents. We have no fiduciary obligations or professional obligations whatsoever to you arising from these Terms of Use or your use of the Website.

e. SEVERABILITY

In the event that any provision or part of these Terms of Use is found to be void or invalid by a court of law, the remaining provisions, or parts thereof, shall be and remain in full force and effect.

f. ENTIRE AGREEMENT

These Terms of Use, in conjunction with all policies and guidelines available on the Website (including but not limited to the Privacy Statement), incorporated by reference, constitute the entire agreement  between  you  and  us  and  supersede  all  prior  communications,  agreements  and understandings, written or oral, with respect to the subject matter of these Terms of Use.

g. MOBILE DEVICE CHARGES

You are solely responsible for any data charges and similar fees associated with your use of theWebsite or the Services through a mobile device.

17. QUESTIONS ON THESE TERMS OF USE

We welcome you to contact us with any questions on these Terms of Use. You can send your questions regarding these Terms of Use to the following email address:

Tanika@minuteskill.com

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