Terms And Conditions

Terms and Conditions

Last Modified: August 8, 2023

If you find these Terms and Conditions unacceptable or if you do not agree to these Terms and Conditions, please do not use, access or purchase our Services. We may revise these Terms and Conditions at any time by providing written notice to you or by publishing the revised Terms and Conditions on our web platform post login (www.network.zumin.ca). By continuing to use, access, purchase or renew our Services after we have provided written notice to you, you are indicating that you agree to be bound by the revised Terms and Conditions.

By using, accessing, purchasing or renewing our Services, you confirm that you are of the AGE OF MAJORITY in the place where you live, and you acknowledge that you have read these Terms and Conditions and agree to be bound by them.

Please also refer to our Privacy Policy, which is incorporated herein by reference.

Accuracy of Information Provided to Us. You represent and warrant that, to the best of your knowledge, you have provided accurate information to us required for your use, access, or purchase or renewal of any of our Services, and that you will keep it accurate and up-to-date at all times.

Authority to Bind. If you are a company or organization, the individual accepting these Terms and Conditions on your behalf represents and warrants that they have the authority to bind you to these Terms and Conditions.

Payment Terms. All purchases made through our Platform, as well as all orders and renewals of our Services under these Terms and Conditions are subject to Zumin’s sole discretion and approval. All fees are payable in Canadian Dollars and are non-refundable (unless explicitly stated otherwise), but you will have an opportunity to review the fees that you will be charged. Any applicable taxes will be calculated and charged based on the country and state or province you are operating in. We may change the fees for our Services that may be listed on our website or Platform, and we will provide you advance notice of any changes if and before they apply to you. At our sole discretion, we may make promotional offers with different features and different pricing to any of our users.

Customer Refund Policy for Initial Deposit. If you have paid to us an initial deposit for a project listed on our Platform, you may elect to cancel the project and request a refund of the initial deposit, less a five percent (5%) platform fee, any third party processing fees and any reasonable costs for any time and money already incurred by the affiliate(s) selected for the project. For clarity, paid consultations obtained through our Platform are non-refundable.

Payment Options. Subject to the availability of payment options on our Platform and our sole and absolute discretion, you may submit payment to us by: (a) credit card for select Services; (b) e-transfer to one of our designated email addresses; or (c) wire transfer.

Third-Party Payment Processing. We use Stripe to process payments for some of our Services. Such payment processing services are provided by Stripe and are subject to the Stripe Services Agreement.

Late Payments. In the event Zumin does not receive payments due under this Agreement by the due date, you shall pay to Zumin interest on the overdue payment from the date such payment was due to the date of actual payment at a rate of five percent (5%) per annum, or if lower, the maximum amount permitted under the law governing this Agreement.

Unpaid Accounts. At its sole discretion, Zumin may suspend or terminate access to our Services for any account for which any charge or invoice is due, but unpaid.

Intellectual Property Rights.

Ownership of Platform. Our Platform, and all related content, features, and functionality, including but not limited to, any designs, documents, images, information and logos are owned by us, our affiliates or licensors, and are protected by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

Except as otherwise expressly provided by us, none of the content, features or functionality of our Platform may be copied, displayed, distributed, downloaded, posted, reproduced, republished, transmitted or uploaded in any way and nothing on our Platform or communication with you shall confer any license under any of our intellectual property rights.

Third Party Links and Integrations. For your convenience, we may provide links to third-party websites, web applications, software applications and learning management systems, and allow integrations from third-party websites, web applications, and software applications. We make no representations about any other websites, web applications, or software applications that may be accessed from our Platform, or integrated with our Platform. If you choose to use or access any such websites, web applications or software applications, you do at your own risk. We have no control over the contents of any such
third-party websites, web applications and software applications and accept no responsibility for such websites, web applications and software applications or for any loss or damages that may arise from your use of them. You are subject to any terms and conditions of such third-party websites, web applications and software applications.

User Profile Picture. You retain ownership over any profile picture that you submit or upload to our Platform, including compliance of your profile picture with any applicable laws or regulations.

Permission to Display Profile Picture. By submitting or uploading a picture to our Platform, you agree: (i) to provide Zumin the right to display and store your picture; (ii) to allow other users to view your picture on the Platform; and (iii) that Zumin may refuse to display any picture we reasonably believe violates the law or these Terms and Conditions.

Customer Project Financing. By submitting the application form on our Platform to apply for financing, you authorize us to share the relevant information you provided to third-party banks, lenders or brokers to assist you in obtaining financing under a separate agreement. We do not guarantee that you will be approved for financing.

Disclaimer of Warranty. Our Platform and Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we expressly disclaim all warranties and representations of any kind, whether express or implied. Indemnification. You will indemnify, defend and hold us, our affiliates and our respective directors, officers, employees, agents, affiliates, licensors, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including legal fees and all related costs and expenses of litigation and settlement), arising out of or in connection with your, or any of your employees’, sub-contratorss’ or representatives’ breach of these Terms and Conditions, misconduct, negligence, intentional acts, omissions or violation by you of any laws, statutes, rules or regulations.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW Zumin WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS
(REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS
FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. Zumin’s maximum aggregate liability to you as a result of any claims arising out of or in connection with these Terms and Conditions shall in no event exceed the total amount paid by you and earned by us for the Services giving rise to the liability in the two (2) months immediately prior to the date on which the first event giving rise to the liability occurred. For clarity, for the purposes of these Terms and Conditions, the “total amount paid by you and earned by us for the Services” does not include any amounts paid by you that are or will be owed to third parties such as any affiliate associated with a project initiated or tracked on our Platform. Availability and Modification of Services and Platform. We reserve the right to add, remove, modify, discontinue or otherwise change our Services at any time and without prior notice to you. Zumin will have no liability for any change to the Services or any suspension or termination or your use or access to the Services. The information and material on the Platform, may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to users or unavailable at any time or for any period.

Availability and Modification of Services and Platform. We reserve the right to add, remove, modify, discontinue or otherwise change our Services at any time and without prior notice to you. Zumin will have no liability for any change to the Services or any suspension or termination or your use or access to the Services. The information and material on the Platform, may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to users or unavailable at any time or for any period.

Term and Termination.

(a) Term. These Terms and Conditions shall remain in effect unless terminated earlier by operation of law or pursuant to another section of these Terms and Conditions.

(b) Termination by Mutual Agreement. These Terms and Conditions may be terminated at any time by mutual agreement between you and Zumin.

(c) Termination for Cause. Zumin may immediately terminate these Terms and Conditions and cancel your account upon written notice to you if you materially breach any of your obligations under these Terms and Conditions. For greater certainty, a “material breach” includes your failure to pay any charge or invoice for our Services by the date it is due, falsifying any information you provide to us, not being in good standing with a relevant regulatory body, and having a court proceeding initiated against you or any individuals that make up your company, entity, or organization.

(d) Effect of Termination. Upon expiration or earlier termination of these Terms and Conditions, all applicable rights granted to you shall terminate, and your access to any applicable Services will cease. No expiration or termination shall affect your obligation to pay all fees that may have become due before such expiration or termination.

(e) Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms and Conditions that, by its nature, should survive termination or expiration of these Terms and Conditions, will survive any expiration or termination of these Terms and Conditions: Section 7 (Late Payments), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 14 (Liability Cap), Section 16(d) (Effect of Termination), Section 16(e) (Survival), and Section 17 (Miscellaneous).

Miscellaneous.

Waiver of Class Action Rights. You agree that any dispute arising out of or in connection with these Terms and Conditions or the use, access or purchase of our Services shall not be arbitrated or litigated as a class action proceeding or on a consolidated basis.

Assignment. Zumin may assign or subcontract all or any portion of its rights or obligations with respect to these Terms and Conditions and assign the right to receive payments without your consent. You may not assign these Terms and Conditions or any of its rights or obligations without the prior written consent of Zumin.

Successors and Assigns. These Terms and Conditions are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

Notices. Notices under these Terms and Conditions must be in writing and by e-mail (but e-mails to Zumin must be sent to ([Customer@Zumin.ca]), and such notices will be deemed received upon the date of actual receipt.

Waiver. No waiver by either party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in these Terms and Conditions, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure. Zumin will not be liable for failure to fulfil its obligations under these Terms and Conditions or for delays in delivery or performance due to causes beyond its reasonable control.

Governing Law. These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any conflict of law provision, principle, or rule.

Choice of Forum. Any action or proceeding arising out of or relating to these Terms and Conditions will be instituted in the courts of Ontario located in the Regional Municipality of Peel, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

Choice of Language. The parties confirm that it is their express wish that these Terms and Conditions, as well as any other documents related to these Terms and Conditions, including notices and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, incluant tous les avis, annexes, et autorisations, soient rédigés en langue anglaise seulement.

Severability. If any provision in this Agreement is found unenforceable, then that provision will be severed from the terms of this Agreement and will not affect the validity and enforceability of any remaining provisions.

Last Modified: August 8, 2023

Please also refer to our Privacy Policy, which is incorporated herein by reference.

Real Estate Professional License. By applying for a Real Estate Professional-type account on our Platform, you represent and warrant that you have all the licenses required to be a Real Estate Professional or in the jurisdiction you reside or work in, and you agree to maintain and keep such licenses in good standing while using our Platform.

Referrals. If your application for a Real Estate Professional-type account on our Platform is approved, you will be provided with a unique referral link that you can share with customers and other Real Estate Professionals or affiliates. As determined at our sole discretion, you may be eligible to receive a referral fee for each customer, Real Estate Professional or affiliate that uses your unique referral link to sign up for an account on our Platform that is subsequently approved. Alternatively, as determined at our sole discretion, you may be eligible to receive a referral fee for each customer that uses your unique referral link to sign up for an account on our Platform that is subsequently approved and that initiates a project through our Platform that has been worked on to a certain degree of completion, such degree of completion also to be determined at Zumin’s sole discretion. Whether or not a particular referral fee arrangement is publicly displayed or offered on our Platform, at our sole discretion and approval, we may make different referral fee arrangements with different Real Estate Professionals and affiliates through separate communications. By providing us with your banking information, you authorize us to pay out referral fees by wire transfer, cheque, e-transfer, or any other applicable method. The amount and schedule of payment of any referral fees will be determined at Zumin’s sole discretion. If required under the applicable law, you are responsible for providing full written disclosure to any client you refer to us before you may be eligible to receive a referral fee from us.

Unpaid Accounts. At its sole discretion, Zumin may suspend or terminate access to our Services for any account for which any charge or invoice is due, but unpaid.

Intellectual Property Rights.

Ownership of Platform.

Our Platform, and all related content, features, and functionality, including but not limited to, any designs, documents, images, information and logos are owned by us, our affiliates or licensors, and are protected by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

Third Party Links and Integrations. For your convenience, we may provide links to third-party websites, web applications, software applications and learning management systems, and allow integrations from third-party websites, web applications, and software applications. We make no representations about any other websites, web applications, or software applications that may be accessed from our Platform, or integrated with our Platform. If you choose to use or access any such websites, web applications or software applications, you do at your own risk. We have no control over the contents of any such third-party websites, web applications and software applications and accept no responsibility for such websites, web applications and software applications or for any loss or damages that may arise from your use of them. You are subject to any terms and conditions of such third-party websites, web applications and software applications.

Real Estate Professional Profile Picture and Name. You retain ownership over any profile picture, name, trade name, trademark or logo that you submit or upload to our Platform, including compliance of your profile picture with any applicable laws or regulations.

Permission to Display Profile Picture Name. By submitting or uploading a picture, name, trade name, trademark or logo to our Platform, you agree: (i) to provide Zumin the right to display and store your picture, name, trade name, trademark or logo; (ii) to allow other users to view your picture, name, trade name, trademark or logo on the Platform; and (iii) that Zumin may refuse to display any picture, name, trade name, trademark or logo we reasonably believe violates the law or these Terms and Conditions.

Promotional Use. You hereby grant Zumin a non-exclusive right to use any trade name, trademark or logo you submit or upload to our Platform to promote our Services.

Indemnification. You will indemnify, defend and hold us, our affiliates and our respective directors, officers, employees, agents, affiliates, licensors, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including legal fees and all related costs and expenses of litigation and settlement), arising out of or in connection with your, or any of your employees’, subaffiliates’ or representatives’ breach of these Terms and Conditions, misconduct, negligence, intentional acts, omissions or violation by you of any laws, statutes, rules or regulations.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW Zumin WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. Zumin’s maximum aggregate liability to you as a result of any claims arising out of or in connection with these Terms and Conditions shall in no event exceed the total amount paid by you and earned by us for the Services giving rise to the liability in the two (2) months immediately prior to the date on which the first event giving rise to the liability occurred. For clarity, for the purposes of these Terms and Conditions, the “total amount paid by you and earned by us for the Services” does not include any amounts paid by you that are or will be owed to third parties such as any affiliate associated with a project initiated or tracked on our Platform.

Term and Termination.

(a) Term. These Terms and Conditions shall remain in effect unless terminated earlier by operation of law or pursuant to another section of these Terms and Conditions.

(b) Termination by Mutual Agreement. These Terms and Conditions may be terminated at any time by mutual agreement between you and Zumin.

(c) Termination for Cause. Zumin may immediately terminate these Terms and Conditions and cancel your account upon written notice to you if you materially breach any of your obligations under these Terms and Conditions. For greater certainty, a “material breach” includes your failure to pay any charge or invoice for our Services by the date it is due, falsifying any information you provide to us, not being in good standing with a relevant regulatory body, and having a court proceeding initiated against you or any individuals that make up your company, entity, or organization.

(d) Effect of Termination. Upon expiration or earlier termination of these Terms and Conditions, all applicable rights granted to you shall terminate, and your access to any applicable Services will cease. No expiration or termination shall affect your obligation to pay all fees that may have become due before such expiration or termination.

(e) Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms and Conditions that, by its nature, should survive termination or expiration of these Terms and Conditions, will survive any expiration or termination of these Terms and Conditions: Section 7 (Late Payments), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 14 (Liability Cap), Section 16(d) (Effect of Termination), Section 16(e) (Survival), and Section 17 (Miscellaneous).

Miscellaneous.

Successors and Assigns. These Terms and Conditions are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

Notices. Notices under these Terms and Conditions must be in writing and by e-mail (but e-mails to Zumin must be sent to professional@Zumin.ca), and such notices will be deemed received upon the date of actual receipt.

Severability. If any provision in this Agreement is found unenforceable, then that provision will be severed from the terms of this Agreement and will not affect the validity and enforceability of any remaining provisions.

Last Modified: August 8, 2023

In these Terms and Conditions, “Zumin”, “we”, “us” and “our” refer to Zumin’s public facing platforms at zumin.network, zuminnetwork.com, Zumin’s program sites and log-in portal at network.zumin.ca, being independent technologies created for a company incorporated under the laws of the Province of Ontario, Canada. Further “Services” refers to any services provided by us related to our Zumin Network Platform (the “Platform”), and “you” and “your” means the person or entity who uses, accesses or purchases any Services. If you find these Terms and Conditions unacceptable or if you do not agree to these Terms and Conditions, please do not use, access or purchase our Services. We may revise these Terms and Conditions at any time by providing written notice to you or by publishing the revised Terms and Conditions on our web platform post login (www.network.zumin.ca). By continuing to use, access, purchase or renew our Services after we have provided written notice to you, you are indicating that you agree to be bound by the revised Terms and Conditions.

Please also refer to our Privacy Policy, which is incorporated herein by reference.

Insurance and Certificates. By applying for a affiliate-type account on our Platform, you represent and warrant that you have all the insurance and certificates to offer and provide the types of services that you selected in association with your account on our Platform in the jurisdiction you work in, and you agree to maintain and keep such insurance and certificates in good standing while using our Platform.

Markups, Working Standards and Payments to Affiliate. When you submit a quote for a project on our Platform, at our sole and absolute discretion, we may markup the quote before we display it to other users on our Platform. We will collect payment on your behalf for each project initiated and tracked on our Platform that you work on as an affiliate. By agreeing to work on a project, you agree to provide your services in a timely and commercially reasonable manner, which includes but is not limited to, communicating with the user(s) who initiated the project. Upon our confirmation that a project or milestone associated with a project is complete, we will release the associated project or milestone payment proportioned to you. By providing us with your banking information, you authorize us to make such payments by wire transfer, cheque, e-transfer, or any other applicable method. In the event of a dispute between you and the user who initiated a project as to whether a project or milestone is actually completed, at our reasonable discretion, we may withhold payment to you until the dispute is resolved. Further, in the event that such a dispute remains unresolved for a reasonable period of time as determined at our sole discretion, we reserve the right to replace you with a different affiliate to finish the project or service with partial payment to you.

Referrals. If your application for an affiliate-type account on our Platform is approved, you will be provided with a unique referral link that you can share with customers and other real estate professionals or affiliatess. As determined at our sole discretion, you may be eligiblereceive a referral fee for each affiliate that uses your unique referral link to sign up for an account on our Platform and is subsequently approved. Whether or not a particular referral fee arrangement is publicly displayed or offered on our Platform, at our sole discretion and approval, we may make different referral fee arrangements with different real estate professionals and affiliates through separate communications. By providing us with your banking information, you authorize us to pay out referral fees by wire transfer, cheque, e-transfer, or any other applicable method. The amount and schedule of payment of any referral fees will be determined at Zumin’s sole discretion.

Unpaid Accounts. At its sole discretion, Zumin may suspend or terminate access to our Services for any account for which any charge or invoice is due, but unpaid.

Intellectual Property Rights.

Platform. If you choose to use or access any such websites, web applications or software applications, you do at your own risk. We have no control over the contents of any such third-party websites, web applications and software applications and accept no responsibility for such websites, web applications and software applications or for any loss or damages that may arise from your use of them. You are subject to any terms and conditions of such third-party websites, web applications and software applications.

Affiliate Profile Picture and Name. You retain ownership over any profile picture, name, trade name, trademark or logo that you submit or upload to our Platform, including compliance of your profile picture with any applicable laws or regulations.

Permission to Display Profile Picture and Name. By submitting or uploading a picture, name, trade name, trademark or logo to our Platform, you agree: (i) to provide Zumin the right to display and store your picture, name, trade name, trademark or logo; (ii) to allow other users to view your picture, name, trade name, trademark or logo on the Platform; and (iii) that Zumin may refuse to display any picture, name, trade name, trademark or logo we reasonably believe violates the law or these Terms and Conditions.

Promotional Use. You hereby grant Zumin a non-exclusive right to use any trade name, trademark or logo you submit or upload to our Platform to promote our Services.

Indemnification. You will indemnify, defend and hold us, our affiliates and our respective directors, officers, employees, agents, affiliates, licensors, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including legal fees and all related costs and expenses of litigation and settlement), arising out of or in connection with your, or any of your employees’, subcontractors’ or representatives’ breach of these Terms and Conditions, misconduct, negligence, intentional acts, omissions or violation by you of any laws, statutes, rules or regulations.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ZUMIN WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Services. The information and material on the Platform, may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to users or unavailable at any time or for any period.

Term and Termination.

(a) Term. These Terms and Conditions shall remain in effect unless terminated earlier by operation of law or pursuant to another section of these Terms and Conditions.

(b) Termination by Mutual Agreement. These Terms and Conditions may be terminated at any time by mutual agreement between you and Zumin.

(c) Termination for Cause. Zumin may immediately terminate these Terms and Conditions and cancel your account upon written notice to you if you materially breach any of your obligations under these Terms and Conditions. For greater certainty, a “material breach” includes your failure to pay any charge or invoice for our Services by the date it is due, falsifying any information you provide to us, not being in good standing with a relevant regulatory body, having the requisite insurance, failing to provide your services to a user of our Platform in a timely and commercially reasonable manner, which includes but is not limited to, communicating with the user(s) who initiated the project, and having a court proceeding initiated against you or any individuals that make up your company, entity, or organization.

(e) Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms and Conditions that, by its nature, should survive termination or expiration of these Terms and Conditions, will survive any expiration or termination of these Terms and Conditions: Section 9 (Late Payments), Section 13 (Indemnification), Section 14 (Limitation of Liability), Section 15 (Liability Cap), Section 17(d) (Effect of Termination), Section 17(e) (Survival), and Section 18 (Miscellaneous).

Miscellaneous.

Successors and Assigns. These Terms and Conditions are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

Notices. Notices under these Terms and Conditions must be in writing and by e-mail (but e-mails to Zumin must be sent to [Affiliate@zumin.ca]), and such notices will be deemed received upon the date of actual receipt.