Terms of Service


These Usage Terms (the “Agreement”) is a legal agreement between you and CUAP respecting your use of CUAP services as described herein and on CUAP’s website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this agreement, please contact us at [email protected].

1. The Services

1. The Services. CUAP’s services described in this Section 1.1 (collectively referred to as the “Services”) consist of the following:

a. CUAP will provide access to certain content on its website to guide users through the process of becoming a student at certain educational institutions within
Canada, including information respecting visa applications and program information (the “Content”);
b. CUAP will provide users, through its website, with the ability to input information respecting their educational background and other personal data and will act as an intermediary to pass through such information to the applicable educational institutions in order to apply to programs offered by such educational institutions (the “Application”);
c. CUAP will facilitate the Application by, on a case by case basis, assisting users with communications with the applicable educational institutions, passing through application fees and other payments associated with the Application, and providing guidance and advice associated with the Application (the “Facilitation Services”). The Services are provided subject to the terms and conditions of this Agreement. You acknowledge that only certain educational institutions have agreements with CUAP to permit users to apply to such educational institutions through the Services (such educational institutions referred to as the “Institutions”), and that not all programs of such Institutions may be offered as being available for Application through CUAP.

2. Your information. In order to use the Services, you must:
a. provide up-to-date, complete and accurate information as requested by CUAP on CUAP’s website, and as required to process your Application, which may include your name, mailing address, phone number and email address;
b. where payment is required, provide up-to-date, complete and accurate payment information as required by CUAP or CUAP’s third party payment processor, as applicable (which may include a valid PayPal or Stripe account, or credit card information for a credit card that is valid and legally registered to you); and c. be at all times in compliance with the terms and conditions of this Agreement and applicable law. You specifically agree that CUAP and Institutions may rely on the accuracy of the information provided by you to CUAP, and that CUAP will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to CUAP.

3. Access Information. CUAP will provide you with certain information to allow you to use the Services, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you or its authorized representatives to obtain access to the Services using the Access Information. CUAP is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accepts all responsibility for such use of the Services and any consequences resulting from such use of the Services.

4. Service Changes. CUAP reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content, account access, or any promotion offered by CUAP. CUAP may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability. Where feasible, CUAP will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledges that such notice may not be feasible in all circumstances, and that CUAP shall have no liability whatsoever for its failure to provide such notice to you.

5. Information on the Services. Use of the Services contains references to third parties, links to third party websites or documents, and incorporates information obtained from third parties, including Institutions, and the Content created by CUAP is based on such third party information, which may change from time to time without notice to CUAP. All Content, including such references, links and information, are therefore provided “AS IS”. Third party websites, documents, information, opinions, advice or statements are not under the control of CUAP, and CUAP is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, effectiveness, standards compliance, copyright compliance, legality, decency, or any other aspect of their content. Under no circumstance will CUAP be liable for any loss or damage caused by your reliance on the Content or other information obtained through the Services or a third party linked site (including any opinions, statements or advice. Without limiting the foregoing, CUAP does not assess your data for quality or otherwise; any feedback that you receive respecting your data is not as the result of any specific examination of the data by CUAP or its employees, or any judgment exercised by CUAP or its employees respecting such specific data, but rather is solely based on the compliance requirements of Institutions. It is your responsibility to evaluate the accuracy, completeness or usefulness of any Content and data available through the Services, including information obtained from a third party linked site
.
6. Processing Your Data and Information. You acknowledge and agree that an integral part of the Services entails the collection of information and data from you, including personal information, and the processing of such information and data by CUAP, and you specifically consent to CUAP’s provision of such specific information to any Institution as part of your Application. Nothing herein transfers any ownership of such information and data to CUAP; however, you grant CUAP a license to use such information and data solely to provide you with the Services. CUAP may also provide such information to other third parties, in aggregate form and not identified with any specific user, subject to CUAP’s Privacy Policy. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ALL RELEVANT PERMISSIONS FROM ANY AFFECTED THIRD PARTY, SUCH AS YOUR EDUCATIONAL INSTITUTION, FOR CUAP TO COLLECT SUCH INFORMATION AND DATA. CUAP WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU OR ANY THIRD PARTY WHOSE INFORMATION AND DATA ARE COLLECTED IN YOUR USE OF THE SERVICES, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO CUAP’S USE OF SUCH INFORMATION TO PROVIDE THE SERVICES, AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD CUAP HARMLESS AGAINST ANY SUCH CLAIMS.

7. Content. CUAP makes no representations with respect to the suitability of the Content in relation to your Application or educational requirements, and is not responsible in any way for your Application or failure to obtain entrance to your selected Institution(s). All issues respecting the Application, programs, courses, degrees and accreditation are solely as between you and the applicable Institution, and CUAP bears no responsibility or liability in relation to such matters.
2. Your Use of the Services<br /> 1. Restrictions and Parameters of Use. You agree that:
a. you will not permit anyone other than you or your authorized designate to obtain access to the Services through your CUAP account or otherwise using your Access Information, and will only use the Services in accordance with this Agreement and applicable law;
b. you will ensure that any information that is provided to CUAP pursuant to this Agreement is true, accurate, current and complete;
c. you will be solely responsible for all activities with respect to the Services undertaken by you; d. you will not use the Services to provide commercial services to, or for the benefit of, any third party;
e. you represent and warrant that you have the right and the authority to enter into this Agreement, to use the Services, and to post or upload any content to CUAP’s website or otherwise provide such content and data to CUAP;
f. you agrees to obtain all authorizations necessary from all third parties for your use of any third party data in conjunction with the Services;
g. you will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including CUAP and other users of the Services (including by ensuring that you does not upload any viruses or other harmful code in using the Services or by placing an undue burden upon the CPUs, servers or other resources used to provide the Services);
h. you will not in any way use the Services to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights; i. you will not interfere with or in any manner compromise any of CUAP’s security measures;
j. you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content, data and/or features accessible through the Services, including, without limitation, the forms, content delivery and display functionality of the CUAP’s website;
k. you will cooperate with CUAP and provide information requested by CUAP to assist CUAP and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law; and
l. you will comply with the terms and conditions of any agreements entered into between you and any third party (including, without limitation, the Institutions, the service providers for any Internet services you use in conjunction with the Services, and the hardware providers for any mobile device or other computing equipment through which you use the Services), and to the extent that such agreements impose additional restrictions respecting your use of the Services (whether by reason of usage limitations or otherwise), you will use the Services in compliance with such restrictions.
Without limiting the foregoing, you agrees not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services. 2. Usage Policies. The Services will be subject to the usage policies as provided to you by CUAP from time to time, including in electronic form by posting on CUAP’s website. Such policies may include limitations on data storage space, and equipment and/or software requirements. you is solely responsible for compliance with such policies.
3. Equipment. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the Services (except for CUAP’s computer systems and networks), including without limitation your choice and use of your Internet Service Provider.
4. Data Integrity. You acknowledge and agree that CUAP cannot guarantee data integrity, and that it is solely your responsibility to back up any of your information and data that you uses in conjunction with the Services.
5. Responsibility for Compliance. You acknowledge and agree that CUAP will exercise no control over your use of the Services, and that you are solely responsible for complying with the provisions of this Agreement and all applicable laws respecting your use of the Services, including, without limitation, all privacy laws applicable to you and all Institution policies. Notwithstanding anything to the contrary herein, CUAP reserves the right to review any material stored in files or programs on CUAP’s servers to verify your compliance with this Agreement, and has the right to edit or remove any material that, in its sole discretion, believes may be unlawful, obscene, abusive, or otherwise objectionable. CUAP reserves the right to revoke service for any abusive conduct or fraudulent use of the Services and to cease the Services, temporarily or permanently, in the event that your use of the Services or the provision of the Services constitutes, in CUAP’s reasonable judgment, a threat to CUAP’ or any third party’s computer systems, networks, files, materials or other data.
6. Error Reporting. You agree to promptly and accurately report to CUAP any actual or apparent errors, problems, nonconformities or other difficulties in Services, along with any other information reasonably requested by CUAP to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consents to the collection, processing, transmission and disclosure of such information by CUAP for the purposes of CUAP’s internal use to improve the Services or other CUAP products or services.
7. Submissions. You agree that any suggestions, bug reports or other communications respecting the functionality of the Services or CUAP’s website that you transmit to CUAP by any means (each, a "Submission"), is considered non-confidential and may be disseminated or used by CUAP or any third party without compensation or liability to you for any purpose whatsoever. By providing a Submission to CUAP, whether for inclusion on the Services or otherwise, you represent and warrant that you have all necessary permissions to grant the licenses below to CUAP. You hereby grant CUAP, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Service, including without limitation, for promoting, improving and developing the Services. This provision does not apply to personal information that is subject to CUAP’s Privacy Policy.
8. Not for Dangerous Applications. You specifically acknowledge that the Services are not developed, or licensed for use in any inherently dangerous, time-sensitive or mission critical applications. You agree that CUAP shall not be liable for any claims or damages arising from such use if you use the Services for such applications. You agree to hold CUAP harmless from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Services for such applications. 9. Legal Compliance. You hereby represent and warrant that (i) you have all legal rights necessary to use the Services, both in the jurisdiction in which you are located and in the jurisdiction where the Institution you are applying for is located, including the right to access the Content, and the right to make the Application and provide all necessary information for the Application; (ii) you are not located in a country that is subject to a Canadian embargo or sanctions, or that has been designated by the Canadian as a “terrorist supporting” country; and (iii) you are not listed on any Canadian list of prohibited or restricted parties.

3. The Website and the Content
1. License to Use Website. CUAP hereby grants you a personal, non-exclusive, revocable, non-transferable license to access its website solely for the purposes of using the Services, and to use the Content solely to apply to Institutions, in accordance with this Agreement and any restrictions contained in the Content. 2. Restrictions on Website Use. You shall not:
a. copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the CUAP website, or any part thereof;
b. distribute, assign, license, sublicense, lease, rent, transfer, sellor otherwise provide access to the CUAP website or Content, in whole or in part, to any third party on a temporary or permanent basis;
c. remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);
d. use the CUAP website or Content in any way inconsistent with the use parameters for the Services;
e. attempt to hack the CUAP website, or any communication initiated by or made through the CUAP website, or to defeat or overcome any encryption and/or other technical protection methods implemented with respect to the CUAP website or Content, and/or data and/or content or programming transmitted, processed or stored by CUAP or other users of the Services;
f. collect any information or communication about the users of the Services or CUAP website, by monitoring, interdicting or intercepting any process of or communication initiated by the Portal or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
g. use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the CUAP website or its ability to communicate and perform the Services; or
h. authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (h) above, or attempting to do so.
4. Fees for Services and Taxes
1. Fees. You agree to pay all applicable fees in connection with the Services, as set forth in CUAP’s standard price list, as set forth on CUAP’s website or as otherwise provided to you. Fees are quoted and payable in Canadian dollars, and are based on Services purchased. CUAP reserves the right to modify such fees, upon reasonable notice, which may be performed by updating CUAP’s standard price list, as set forth on CUAP’s website. Your use of the Services following such changes constitutes your acceptance of any new or increased charges. You acknowledge that certain fees are set by Institutions or other third parties, and that CUAP has no control over the fee amount, but simply remits such fee directly to the applicable Institution or third party, and that payment obligations are therefore non-cancellable and fees paid are non-refundable.

2. Fee Payment. Where you pay fees by means of a credit card, you authorize CUAP or its third party payment processor to automatically charge you for any and all fees incurred by you for Services. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection. The foregoing shall not limit CUAP’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you shall also be responsible for paying for all reasonable fees and costs incurred by CUAP, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement. Without limiting the foregoing, CUAP reserves the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.
3. Interest on Late Payments. In addition to any other rights and remedies available to CUAP, CUAP shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment.

4. Taxes. You are responsible for, and shall pay all taxes relating to this Agreement, excluding any taxes based on the net income of CUAP. Unless otherwise indicated, all amounts payable by you under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Services, the execution of this Agreement or otherwise. If you are required to withhold any taxes from payments owed under this Agreement, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to CUAP shall equal the amount due. You shall promptly furnish CUAP with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.

5. Privacy and Confidentiality
1. Privacy Policy. Your personal information will be handled in accordance with CUAP’s Privacy Policy. To view CUAP’s Privacy Policy, please visit the following link: https://www.CUAP.ca/privacy-policy. Notwithstanding the foregoing, CUAP reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental authority.
2. Consent. Additionally, by submitting personal information to CUAP pursuant to this Agreement, including without limitation your name, address, e-mail address and credit card or other financial information, you consents to the collection, processing, transmission and disclosure of such information by CUAP for the purposes of CUAP’s provision of the Services and CUAP’s internal use, and specifically the purposes for which such information has been requested, such as the Application and billing requirements. You specifically agree that CUAP may disclose your name, address, e-mail address and/or your inputted information to the Institutions and third party service providers to the limited extent necessary to provide you with the Services, and that you are also providing your express consent to communications from CUAP (including e-mail communications, both marketing and informational) respecting CUAP's products and services, including the Services.
3. Storage in Other Jurisdictions. You acknowledge that, due to the nature of the Services, information or data uploaded to the Services may be hosted on servers residing in jurisdictions other than Canada, over which CUAP has no direct control. By using the Services, you acknowledges that its information and data may become, during the period that they are hosted on such servers, subject to the laws of the jurisdiction in which those servers reside and/or to the terms of agreements respecting the hosting of data on such servers. Although CUAP has made reasonable efforts to verify that its agreements with such server providers are reasonably protective of your data, you acknowledge that CUAP has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release CUAP from all liability for any governmental or third party action taken in such jurisdictions with respect to such information and data and/or the servers on which such information and data resides, and you acknowledges that it retains sole responsibility to back up and retain copies of such information and data.
6. Intellectual Property Rights
1. Compliance with IP Laws. You are responsible for complying with all applicable intellectual property laws in your use of the Services, and agrees to indemnify, defend and hold CUAP harmless from any and all claims that arise as a result of your non-compliance with intellectual property laws and/or your infringement of any intellectual property rights.
2. Ownership. You acknowledges that the CUAP website and Content is owned by CUAP or its third party licensors, who retain all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Content and Services. It is therefore your responsibility to fully comply with such laws in using the Services. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the CUAP website, the Services, or any part thereof. Your only rights to the CUAP website, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.

7. Disclaimer of Warranties
1. AS IS. THE SERVICES ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. CUAP ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES WILL CUAP BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. CUAP has no special relationship with or fiduciary duty to you, and you acknowledge that CUAP has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation, how you or any other user may interpret or use materials accessed or developed through the Services, or what actions you may take as a result of having been exposed to information obtained through the Services. CUAP has no control over Institutions or any other entity granting visas, permits or other authorizations in connection with the Application; you acknowledge that the success of your Application is solely within the control of such third parties, not CUAP, and therefore release CUAP from all liability in relation to your Application. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
8. Limitation of Liability
1. Limitation of Liability. The only type of damages that can be recovered against CUAP arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising from CUAP’s gross negligence or wilful misconduct. In no event shall the aggregate liability of CUAP exceed the amount paid by you for the portion of the Services that gave rise to the claim. CUAP SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Services is to discontinue the use of the Services.
2. Exclusion of Damages. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CUAP BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF CUAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

9. Indemnification
1. You agree to indemnify, defend and hold harmless CUAP, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your access to the Services, and any content obtained by you through the Services, (b) your use or misuse of the Services, (c) any breach of this Agreement by you, (d) the infringement by you, or any third party obtaining access to the Services through your Access Information, of any intellectual property or other right of any person or entity, or (e) your violation of any third-party rights or any applicable laws.

10. Termination
1. Circumstances of Termination. Either Party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other Party. Additionally, CUAP may terminate this Agreement and/or immediately cease to provide the Services without any liability whatsoever if CUAP is prevented from providing any portion or all of any Services due to the acts or omissions of you or any third party (including any Institution), or by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body. Nothing herein shall be construed to require CUAP to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order. Upon any termination of this Agreement for any reason (whether by you or by CUAP), you must cease all use of the Services.
2. Additional Remedies. Without limiting other remedies, CUAP may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) CUAP is unable to verify or authenticate any information you provides; or (c) CUAP believes that your actions may cause financial loss or legal liability for you, Institutions, other users or CUAP. The above-described actions are not CUAP’ exclusive remedies and CUAP may take any other legal, equitable or technical action it deems appropriate in the circumstances. CUAP will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.
3. Investigations. CUAP reserves the right to investigate suspected violations of this Agreement. You hereby authorize CUAP to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations, (2) Institutions investigating academic fraud or other misdemeanours, relating to your Application or otherwise, and (3) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.
4. Surviving Obligations. Termination of this Agreement for any reason shall not affect your payment obligation for any fees accruing hereunder or payments owing prior to the date of termination. Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.

11. GENERAL
1. Independent Contractors: Each Party shall perform its obligations hereunder as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the parties. Except as expressly authorized by CUAP in writing, you shall neither act nor purport to be acting as the legal agent of CUAP, nor enter into any agreement on behalf of CUAP or otherwise bind or purport to bind CUAP in any manner whatsoever.
2. Notices: Any notices, reports or other communications required or permitted to be given under this Agreement shall be in writing and shall be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or CUAP at their respective addresses as advised in writing.
3. No Waiver: No waiver by either Party of a breach or omission by the other party under this Agreement shall be binding on the waiving Party unless it is expressly made in writing and signed by the waiving Party. Any waiver by a Party of a particular breach or omission by the other Party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
4. Severability: If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein.
5. Governing Law: This Agreement shall be governed by and construed under the laws of the Province of Ontario. Each Party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the Province of Ontario. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles shall not apply.
6. Entire Agreement/Modification: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings relating to the subject matter hereof. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both Parties.
7. Electronic Agreement. You acknowledges and agree that by clicking on the "I AGREE" button (or similar buttons or links as may be designated by CUAP to show your acceptance of this Agreement and/or your agreement to use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services, including the Application. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

12. Contact
1. Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to CUAP or its business, should be directed to CUAP at:
[email protected]