Last updated: April 2024

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The following terms of use, together with any additional terms they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of: (i) any website provided by us to you, including our website available at firstprinciples.com (such website, the “First Principles Foundation Website”); (ii) any text, pictures, media, data, information and other materials or content contained on or provided through the First Principles Foundation Website (collectively, the “Content”); and (iii) all other content or offerings as more particularly described on the First Principles Foundation Website. The foregoing (i) through (iii) is collectively referred to as the “First Principles Foundation Solution” throughout these Terms of Use.

 

These Terms of Use form an agreement between you and the First Principles Foundation (“First Principles Foundation”, “us”, “we”, “our”).  The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the First Principles Foundation Solution (“use” or “using” in these Terms of Use will mean any of the foregoing).

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IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE AND WILL IMMEDIATELY CEASE ANY FURTHER ACCESS OR USE OF THE FIRST PRINCIPLES FOUNDATION SOLUTION. BY CLICKING TO ACCEPT THESE TERMS OF USE, SIGNING IN TO THE FIRST PRINCIPLES FOUNDATION SOLUTION IN ANY WAY, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE FIRST PRINCIPLES FOUNDATION SOLUTION IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

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YOU FURTHER UNDERSTAND AND AGREE THAT: (A) FIRST PRINCIPLES FOUNDATION WILL COLLECT, USE AND DISCLOSE YOUR PERSONAL INFORMATION (INCLUDING INFORMATION ABOUT YOUR CHARGING SESSIONS) IN CONNECTION WITH PROVIDING THE FIRST PRINCIPLES FOUNDATION SOLUTION; AND (B) YOU AUTHORIZE FIRST PRINCIPLES FOUNDATION TO TREAT YOUR PERSONAL INFORMATION IN ACCORDANCE WITH THE FIRST PRINCIPLES FOUNDATION’S PRIVACY POLICY AVAILABLE AT FIRSTPRINCIPLES.COM AS UPDATED BY FIRST PRINCIPLES FOUNDATION FROM TIME TO TIME (“PRIVACY POLICY”). PLEASE NOTE THAT THESE TERMS OF USE CONTAIN PROVISIONS THAT GOVERN CLAIMS BETWEEN FIRST PRINCIPLES FOUNDATION AND YOU. PLEASE SEE SECTION 11 (DISCLAIMER), SECTION 12 (LIMITATION OF LIABILITY) AND SECTION 13 (INDEMNIFICATION) FOR MORE DETAILS.

 

If you have any questions or comments regarding these Terms of Use, or if you believe that First Principles Foundation has not complied with these Terms of Use, please contact us using the Contact Us section of the First Principles Foundation Website. We will do our best to address your questions or concerns.

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1. Changes to these Terms of Use and the First Principles Foundation Solution

• Except where prohibited or restricted by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Use or the First Principles Foundation Solution at any time. When we change these Terms of Use, we will post the updated version of these Terms of Use to the First Principles Foundation Website. If required by applicable law, we will also provide you with prior notice of the change by sending you an email or notifying you by some other means.

• If you do not agree with the change, you may cancel these Terms of Use as set out herein. If required by applicable law, we may require you to provide consent to the change in a specified manner. If you do not agree to the change after receiving a notice from us of such change, you will stop using the First Principles Foundation Solution. Otherwise, your continued access to or use of the First Principles Foundation Solution after any changes to these Terms of Use or the First Principles Foundation Solution indicates your acceptance of such changes.

• We may, at our discretion, suspend your access to or use of the First Principles Foundation Solution or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; (iii) to address any emergency security concerns; (iv) to modify the First Principles Foundation Solution; or (v) if required to do so or permitted by applicable law. You may need to update third party software from time to time, at your sole cost and expense, in order to use the First Principles Foundation Solution.

 

2. Your User ID and Account

• Some parts of the First Principles Foundation Solution may require your using login credentials (the “User ID”) and the available interfaces therein (an “Account”).

• Where applicable, after completing registration for an Account, you will be permitted to access and use the applicable First Principles Foundation Solution. You will keep your User ID and Account secure and will not grant access to or otherwise share your User ID and Account with any other person. Nothing herein shall be interpreted to require you use an account, subscription or membership in a jurisdiction that prohibits such requirements.  You will immediately notify us if your User ID is lost or stolen or if you become aware of any actual or suspected unauthorized use of your Account.

• You must provide us with true, accurate, current, and complete information relating to your Account. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to or use of the First Principles Foundation Solution. We reserve the right to disable any Account issued to you at any time in our sole discretion. If we disable access to your Account, you may be prevented from accessing or using the First Principles Foundation Solution or any portion thereof.

• You agree to monitor and control all activity associated with your Account. First Principles Foundation is entitled to act on instructions received through your Account. First Principles Foundation is not responsible for any actions taken or transactions made to or from your Account by any other party using your User ID. You are solely responsible for any and all use of your User ID, and all t activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the First Principles Foundation Solution and your Account, including terminating your Account or changing your User ID. We may also request additional information from you to authenticate your Account prior to authorizing transactions on your Account. You agree to be responsible for any act or omission of any persons that access the First Principles Foundation Solution under your User ID that, if undertaken by you, would be deemed a violation of these Terms of Use.

 

3. Electronic Communications

• When you use or view the First Principles Foundation Solution or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by telephone, e-mail, by text message or by posting notices on the First Principles Foundation Solution. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

• If you elect to receive text messages from us, including to receive one-time passcodes to log in to your Account (where applicable) if you forget your User ID, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the First Principles Foundation Solution. If you elected to receive text messages, you may withdraw your consent to receive such text messages by replying “STOP” to the phone number that you received the text messages from. 

• By creating an Account to access the First Principles Foundation Solution, you acknowledge and agree that First Principles Foundation may send you service-related transactional e-mails relating to your Account, including service updates and invoices.

• You are solely responsible for providing First Principles Foundation with accurate contact information for the purposes of any electronic communications between us and you, including your mobile device number and email address. Please keep us informed of any changes in your mobile device number, email, or mailing address so that you continue to receive all communications without interruption.

 

4. User Data

• Except as expressly set forth in these Terms of Use, nothing in these Terms of Use assigns or grants to First Principles Foundation any right, title or interest, including any intellectual property rights, in and to, the data, information, records, files, content and material that you load, submit, post, publish, display, or transmit to or enter into, or that we otherwise collect from your access to or use of, the First Principles Foundation Solution or to other users or persons (collectively, the “User Data”). You are responsible for maintaining, protecting, and making backups of all User Data. To the extent permitted by applicable law, First Principles Foundation will not be liable for any failure to store, or for loss or corruption of any User Data. 

• You grant to us, our affiliates and service providers, and each of our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable licence to access, collect, use, process, store, disclose, transmit, copy, modify and display User Data to: (i) to develop, enhance, improve and make available the First Principles Foundation Solution, including for troubleshooting and reporting; (ii) to develop, enhance, improve and make available First Principles Foundation’s other products and services; and (iii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). We and our affiliates and service providers, and each of our respective licensees, successors and assigns are free to create, process, store, transmit, disclose and otherwise use Aggregated Data during and after the Term for any purpose and without obligations of any kind. Aggregated Data is not User Data.

 

5. Privacy

As noted above, you authorize First Principles Foundation to collect, use, disclose, and otherwise handle personal information  for the purposes set forth in Section 4(b) above, as well as for other purposes in accordance with the Privacy Policy available at firstprinciples.com, as updated by First Principles Foundation from time to time.  

 

6. Confidentiality

We do not guarantee the security of data transmitted in connection with your use of the First Principles Foundation Solution. You acknowledge that in the course of using the First Principles Foundation Solution, you may come into contact with our confidential information, and you agree to protect and keep confidential such confidential information and disclose it only as necessary to comply with these Terms of Use or with any applicable laws compelling disclosure. You agree that upon expiration or termination of these Terms of Use, you will destroy, return or delete any such confidential information in your possession.

 

7. License to and Ownership of the First Principles Foundation Solution

Subject to these Terms of Use, we grant you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable and revocable right during the Term to access and use the First Principles Foundation Solution, including to download and display local Content solely in connection with using the First Principles Foundation Solution, in accordance with these Terms of Use. Neither these Terms of Use nor your use of the First Principles Foundation Solution grants you ownership in the First Principles Foundation Solution or the Content you access through the First Principles Foundation Solution. These Terms of Use do not grant you any right to use First Principles Foundation’s trademarks or other brand elements. All right, title and interest, including intellectual property rights, in the First Principles Foundation Solution and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of First Principles Foundation (or our third-party suppliers, if applicable).
For your convenience, First Principles Foundation Website may include or provide links or pointers to third-party websites. These links or pointers are provided for your convenience to offer further information. They do not signify our endorsement of such websites. We make no representations about any other websites that may be accessed from this First Principles Foundation Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. Any use of third party software or third party sites will be governed by such third parties’ licenses and not by these Terms of Use. All rights not expressly granted to you in these Terms of Use are reserved by First Principles Foundation.

 

8. Your Use of the First Principles Foundation Solution Responsibilities

(a) You will not use the First Principles Foundation Solution in violation of these Terms of Use or in violation of any applicable law. You will:

(i) use best efforts to prevent unauthorized access to or use of the First Principles Foundation Solution;

(ii) promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your Account or User ID, including any loss, theft, or unauthorized disclosure or use of your Account or User ID;

(iii) not, and will not permit anyone else to:

(A)sub-license, sell, rent, lend, lease or distribute the First Principles Foundation Solution or any intellectual property rights therein or otherwise make the First Principles Foundation Solution available to others;

(B) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the First Principles Foundation Solution (e.g., a denial of service attack), including by accessing or using the First Principles Foundation Solution to permit timesharing, service bureau use or commercially exploit the First Principles Foundation Solution;

(C) use or access the First Principles Foundation Solution in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the First Principles Foundation Solution or for any purpose or in any manner not expressly permitted in this Terms of Use;

(D) use the First Principles Foundation Solution to create, collect, transmit, store, use or process any User Data or other information: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that you do not have the lawful right to create, collect, transmit, store, use or process;  or (C) in a manner that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

(E) attempt to gain unauthorized access to the First Principles Foundation Solution, or bypass any measures we may use to prevent or restrict access to the First Principles Foundation Solution, including by performing any vulnerability, penetration or similar testing of the First Principles Foundation Solution;

(F) modify, reverse engineer, reverse assemble, disassemble, or decompile the First Principles Foundation Solution (any part thereof) or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the First Principles Foundation Solution;

(G) access or use the First Principles Foundation Solution for the purpose of building a similar or competitive product or service;

(H) violate the terms of use of any third party website that is linked to the First Principles Foundation Solution;

(I) remove or obscure any proprietary notices or labels on the First Principles Foundation Solution, including brand, copyright, trademark and patent or patent pending notices; or

(J) encourage or engage in any other conduct that restricts or inhibits any other user’s access or use of the First Principles Foundation Solution, or which, as determined by us, may harm the First Principles Foundation Solution or users of the First Principles Foundation Solution or expose them to liability.

(b) Without limiting the foregoing, you warrant and agree that your use of the First Principles Foundation Solution and any User Data will not:

(i) in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;

(ii) in any manner violate the terms of use of any third-party website that is linked to the First Principles Foundation Website, including but not limited to, any third-party social media website.

(iii) include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in First Principles Foundation's sole discretion;

(iv) involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;

(v) involve, provide, or contribute any false, inaccurate, or misleading information.

(vi) include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the standards that we may require or make available to you;

(vii) impersonate or attempt to impersonate the First Principles Foundation, a First Principles Foundation employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);

(viii) transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;

(x) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;

(xi) promote any illegal activity, or advocate, promote, or assist any unlawful act;  or

(xii) give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

 

9. Feedback

You agree that any suggestion or idea provided by you (such suggestions or ideas, “Feedback”) will not be treated as confidential, and nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid-up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.

 

10. Malicious Code and Security

The downloading and viewing of Content are done at your own risk. We do not guarantee or warrant that the First Principles Foundation Solution is compatible with your computer system or mobile device or that the First Principles Foundation Solution, or any links from the First Principles Foundation Solution, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system or mobile device that may be necessary as a result of your use of the First Principles Foundation Solution.

 

11. Disclaimer

THIS SECTION 11 DOES NOT APPLY IN ANY JURISDICTION IN WHICH IT IS EXPRESSLY PROHIBITED BY APPLICABLE LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE FIRST PRINCIPLES FOUNDATION SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR AS OTHERWISE REQUIRED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE FIRST PRINCIPLES FOUNDATION SOLUTION WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE FIRST PRINCIPLES FOUNDATION SOLUTION IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE FIRST PRINCIPLES FOUNDATION SOLUTION IS DONE AT YOUR OWN RISK AND THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF, RELATING TO OR IN CONNECTION THEREWITH. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE FIRST PRINCIPLES FOUNDATION SOLUTION.

 

12. Limitation of Liability

THIS SECTION 12 DOES NOT APPLY IN ANY JURISDICTION IN WHICH IT IS EXPRESSLY PROHIBITED BY APPLICABLE LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH FIRST PRINCIPLES FOUNDATION, THE “FIRST PRINCIPLES FOUNDATION PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, PROPERTY DAMAGE, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE FIRST PRINCIPLES FOUNDATION SOLUTION OR THE INABILITY TO MAKE USE OF THE FIRST PRINCIPLES FOUNDATION SOLUTION, OR THESE TERMS OF USE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE FIRST PRINCIPLES FOUNDATION SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE FIRST PRINCIPLES FOUNDATION SOLUTION.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE FIRST PRINCIPLES FOUNDATION PARTIES IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE FIRST PRINCIPLES FOUNDATION SOLUTION, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL ANY OF THE FIRST PRINCIPLES FOUNDATION PARTIES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ANY EVENT OR CIRCUMSTANCES BEYOND OUR OR THEIR REASONABLE CONTROL, INCLUDING INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOUR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOUR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, PANDEMICS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

 

13. Indemnification

YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE FIRST PRINCIPLES FOUNDATION PARTIES FROM AND AGAINST ANY CLAIMS, CAUSES OF ACTION, DEMANDS, RECOVERIES, LOSSES, DAMAGES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES OF ANY KIND OR NATURE, INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES, INCLUDING IN EACH CASE AS A RESULT OF A CLAIM OR ACTION BY A THIRD PARTY, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USER DATA; (B) YOUR USE OF THE FIRST PRINCIPLES FOUNDATION SOLUTION (EXCEPT TO THE EXTENT RESTRICTED OR PROHIBITED BY APPLICABLE LAW), INCLUDING ANY PERSONAL INJURY, DEATH OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE FIRST PRINCIPLES FOUNDATION SOLUTION; (C) YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE OR ANY DOCUMENTS REFERENCED HEREIN; OR (D) YOUR VIOLATION OF ANY APPLICABLE LAW OR THE RIGHTS OF A THIRD PARTY (INCLUDING INTELLECTUAL PROPERTY RIGHTS). FIRST PRINCIPLES FOUNDATION RESERVES THE RIGHT, AT YOUR COST, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENCES.

 

14. Term and Termination; Survival

(a) These Terms of Use will commence on the day you first use the First Principles Foundation Solution and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the First Principles Foundation Solution. You may terminate these Terms of Use at any time and with immediate effect by deleting your Account or ceasing use of the First Principles Foundation Solution. Notwithstanding the foregoing, if you continue to use any portion of the First Principles Foundation Solution that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.

(b) The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 4 (User Data), 5 (Privacy), 8  (License to and Ownership of the First Principles Foundation Solution), 9 (Feedback), 10 (Malicious Code and Security), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14(b) (Term and Termination; Survival), and 15 (General Provisions).

 

15. General Provisions

(a) Choice of Law. Except as prohibited or restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the First Principles Foundation Solution, notwithstanding your domicile, residency or physical location. You will only use the First Principles Foundation Solution in jurisdictions where the First Principles Foundation Solution may lawfully be used. Except as prohibited or restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario in Canada in all disputes arising out of or relating to the use of the First Principles Foundation Solution. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. 

(b) Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the First Principles Foundation Solution.

(c) Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(d) Severable. These Terms of Use apply to the extent permitted by applicable law and unless restricted or prohibited by applicable law. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

(e) Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(f) English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

(g) Construction. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other party.