Terms & Conditions
Please read this Software License Agreement carefully before using the Coconut Calendar Software. By using the Coconut Calendar Software, you are agreeing to be bound by the terms of this license. If you do not agree to the terms of this license, do not use the software.
1. Introduction
These Terms of Use (“Terms of Use”) constitute a legal agreement between Coconut Calendar and the Subscribing Organization (hereinafter referred to as “You”), for engaged services and for licensed use of the Coconut Calendar Software system, which includes the computer software and, as applicable, associated media, printed materials and “online” or electronic documentation (the “Software Application” and “Content”). The terms of this license will govern any software upgrades or materials provided by Coconut Calendar that replace and/or supplement the original Coconut Calendar product unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
All software, associated media, and printed materials associated with the Services are protected by copyright laws and international copyright treaties, as well as any other applicable intellectual property laws and treaties.
This section of the Terms of Use describes Your general rights to use Coconut Calendar’s Software and Services. By registering and agreeing to this license, the Subscribing Organization will be designated a Vendor Account. All individuals registering for an account for the purpose of booking appointments through the Subscribing Organization will be designated Member Accounts. These Accounts provide access to the Coconut Calendar Software Application or its booking wizard. The Software application, account information and all associated services and data may be accessed and used solely by the Subscribing Organization and its Members. Coconut Calendar may, at any time, Terminate the Services or any feature, or the Subscribing Organization’s or its Members’ access as provided in Sections 4 and 5 of this agreement. All changes to the Services will be subject to these Terms.
2. Registration; Billing Information and Vendor Account Administration
To establish a Coconut Calendar appointment-scheduling site, the Subscribing Organization must complete the Site registration process. To become a Member, an individual must complete the Member registration form as part of the appointment-scheduling process. The Subscribing Organization and its Members must provide accurate and complete information upon Site registration contained in the Site registration form (the “Registration Information”) as well as accurate and complete billing contact information on the billing form, (“Billing Information”) and, in the event of changes to contact information, promptly update the Registration and Billing Information so that it is always accurate and complete. The person who completes the Site registration is the initial Site Administrator for the Site, and exercises certain options to initially determine the level of privacy and security for the Site. For example, s/he will determine who can be a Member of the Site and the level of privileges that Members will possess. The Site Administrator may designate other Administrative accounts as additional and/or successor Site Administrators, and is responsible for confirming that such person(s) accept such responsibility. Upon becoming a Site Administrator, each person will be deemed to agree to the obligations of a Site Administrator hereunder. In addition, any person designated as the Billing Contact in the site billing record will be deemed to assume the rights and obligations of a Site Administrator. All notices from Coconut Calendar to the Subscribing Organization will be given to the current Site Administrator(s) at the e-mail address(es) appearing on the Site, and/or to the Billing Contact e-mail address as appropriate. In addition, all notices and information sent by Coconut Calendar to Account owners will be sent to their individual addresses. In its sole discretion, Coconut Calendar will determine the timing, nature, and content of all communications with Site Administrators, Billing Contacts and Members.
3. Rights and Access
You or the Subscribing Organization and its Members, are entirely responsible for maintaining the confidentiality of the passwords, the Site and the information stored on the Site (collectively, the “Site Information”), and of all information that transmitted through the Services, for selecting the Members and their privileges, for any and all usage and activities that occur in connection with the Coconut Calendar Software Application, passwords, Application Data and Member Account Information. The sharing of user login names and/or passwords by more than one individual to avoid the payment of member fees constitutes a violation of these Terms of Use.
You will notify Coconut Calendar immediately of any known or suspected unauthorized use, activities or disclosure of the Site or any information, or any other breach of security. Coconut Calendar will not be liable for any failure by You to comply with this Section 3 or any other provision of these Terms. In the event that a dispute arises over the rightful control of any Account, Coconut Calendar will have no obligation to any party to continue to grant access to the Account except under an order from a court of competent jurisdiction.
a. Restrictions on Use
You may not use the Services, including any Content, Data or Accounts, except as expressly permitted in these Terms of Use.  Coconut Calendar is under no obligation to maintain data after termination; neither is it under any obligation to delete data. The terms of this contract will survive the termination of The Application Subscription.
b. Reservation of Rights
All rights not expressly granted are reserved by Coconut Calendar.

c. Limitations on Reverse Engineering, Decompilation, and Disassembly
You may not reverse engineer, decompile, or disassemble the Software Products comprising the Coconut Calendar Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
d. Trademarks
These Terms of Use do not grant You any right in connection with any trademarks registered or pending of Coconut Calendar.
e. Support Services
Coconut Calendar may provide You with support services related to the Services [hereinafter “Support Services”]. Use of Support Services is governed by Coconut Calendar policies and programs described in the user manual, in “online” documentation, and/or in other Vendor-provided materials. Any supplemental software code provided to You as part of the Support Services shall be considered part of the Services and subject to the terms and conditions of these Terms of Use. By accepting the terms of this agreement, You hereby acknowledge and agree that Coconut Calendar may use technical information You provide for its business purposes, including for product support and development. Coconut Calendar will not utilize such technical information in a form that personally identifies You.
4. Termination
Coconut Calendar, in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or any part of the Services, registration code, any password, Site Name, registration, any part or all of the Site, and/or the Your and/or your Members’ access to and use of any part or all of their personally identifiable information (collectively, “Personal Information”), Registration Information, Site Information, the Services and/or the Site, and/or their rights under these Terms (all of the foregoing rights and actions to “Terminate” or a “Termination”), all at any time, including without limitation if
a. Coconut Calendar believes that the You or a Member of your organization has violated or is threatening to violate these Terms or other policy of Coconut Calendar, its Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity,
b. Coconut Calendar believes that the You or any of the Members of your organization have accessed or is attempting to access any part of the Services or Content without authorization, or the Site, or Registration, Site or Personal Information of anyone or organization other than You,
c. You assign your rights to the Site or the Site Name,
d. Coconut Calendar discontinues the Services or any part thereof for any reason.
e. You or a Member or your organization makes excessive use of bandwidth, or transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the number of members registered and using the Service in the sole discretion of Coconut Calendar. Coconut Calendar reserves the right to investigate the validity of any complaint presented to it which alleges that any site has been used to conduct fraudulent, abusive or illegal activity, or has been used in any way which violates these Terms. Such investigations may include logging on to the site and/or reviewing any data or information contained therein. Coconut Calendar will not, however, provide any such information to any third party unless required by law or court order.
A Termination described in Section 4(a), (b), (c),(d) or (e) may be made with or without notice and will be effective immediately. In the event of Termination, Coconut Calendar may remove and/or permanently delete from its servers all of Your or Members of Your organization’s Site Information, Registration Information and Personal Information and all backup copies. Coconut Calendar may (but will not be required to) remove from its servers and/or permanently delete all such Information and/or all backup copies thereof, without further notice and without any liability of Coconut Calendar to You, Your Organization, members of your organization, or any third party. Notwithstanding anything in these Terms to the contrary, if Coconut Calendar reasonably believes that You, Your Organization or any Members of Your Organization have violated or is threatening to violate applicable law or the provisions of Section 4(b) above or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, Coconut Calendar may, without any notice, refer You and/or its Members to appropriate law enforcement agencies, and/or immediately remove and/or permanently delete the Site Information, Registration Information and/or Personal Information as otherwise provided herein. If You, Your Organization or members of Your Organization are the subject of a Termination described in this Section 4, they may not re-register for or continue to use the Services in any manner or for any reason.
If You wish to terminate Site access and use of the Services, You must notify Coconut Calendar by sending an email to: info @ coconut calendar.com. The provisions of Sections 13 and 14 will survive any Termination under Section 4 or 5 and any discontinuance.
5. Access to Coconut Calendar Coconut Calendar Application, Services and Support
To use the Services, You, Your Organization and its Members must obtain and pay any fees for access to the World Wide Web and provide all equipment necessary to make such connection, including a computer and modem or other access device. You, Your Organization and its Members may access the Services and the Site only by means of the interface provided by Coconut Calendar. Although the Services and Site are generally accessible worldwide, access may not be available to all persons or in all locations. Coconut Calendar reserves the right to limit access to the Site or the Services by You, Your Organization, members thereof, or any person, or from any location. The Services contain links to other World Wide Web sites of Coconut Calendar’s partners, affiliates, and providers of content or services to Coconut Calendar in delivering the Services to You as part of the Services (collectively, “Third Party Providers”) and to other resources and sites (all such sites collectively, “Linked Sites”). Such links are provided for Your convenience or that of Your Organization and its Members only, and are not reviewed, monitored or controlled by Coconut Calendar. Coconut Calendar does not endorse, is not responsible for, and makes no representation or warranty concerning the reliability or availability of these Linked Sites or the accuracy, reliability, completeness or authenticity of their contents, advertising or products, and is not responsible for web casting or any transmission received from any Linked Site. Use of Linked Sites is subject to the privacy policies, terms of service and other conditions applicable to such Sites. All navigation to Linked Sites are at the sole risk of the user, Your Organization and its Members. Any concerns regarding any Linked Site or its content, products or services should be directed to the administrator or webmaster of such Linked Site.
6. Applicable Fees
All fees are payable in Canadian dollars unless invoiced or charged by Coconut Calendar in another currency, in which case the fees must be paid in the currency invoiced. All transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary or recipient bank are the responsibility of the remitting party (i.e. You). Merchant fees charged by Credit Card Companies, STRIPE, etc. are assessed to Coconut Calendar, and absorbed by Coconut Calendar and are expressly not the responsibility of the remitting party (i.e. You).
During completion of the site subscription, one person is designated as the responsible contact for purposes of billing and payment of fees (the “Billing Contact”). The Billing Contact is not personally liable for the site fees, nor are individual site members. The obligation to pay fees rests with the Subscribing Organization. The Billing Contact may, however elect to furnish a personal credit card for the purpose of paying site fees in which case the furnishing of such information is considered his/her authorization for Coconut Calendar to use the card for any and all payments related to the site. The Billing Contact may be changed by any site administrator by providing new billing information to Coconut Calendar. The Services are provided on a subscription basis. Such subscription charges entitle You, Your Organization and its Members to use the Services for the subscription period. You, Your Organization and its Members agree that should subscription charges not be paid in a timely manner, Coconut Calendar may, in its sole discretion, discontinue service until such time as the payments are brought current. You, Your Organization and its Members further agree that should payment for the Services be made to a third party in connection with its offering of our service, and said third party fails to make payments to Coconut Calendar, Coconut Calendar may, in its sole discretion, discontinue service until such time as the payments are brought current.
The Monthly Subscription Fees are charged in accordance with Coconut Calendar’s published prices at the time of initial subscription to the service.
Licensing for the number of appointment schedules will be determined at the time of Registration and subscription billed accordingly. Changes to licensing may be requested at any time and will affect the following month’s billing.
It is the responsibility of the Site Administrator(s) to monitor and update their site membership. Coconut Calendar will not be responsible for deleting site member records, nor will it do so if requested. Deletion of member records must be done by a Site Administrator. Subscription fees are billable to the person designated by the Subscribing Organization as indicated in the Site billing contact information record. It is Your responsibility to ensure that the billing contact information is complete and accurate at all times. Only a Site Administrator or the designated Billing Contact Person may cancel a Site subscription. Cancellation may be made at any time by any Site Administrator or Billing Contact person through an e-mail instruction from either a Site Administrator e-mail account or a Billing Contact person’s e-mail account as contained on the Site. Any cancellation will take effect, for billing purposes, as of the last day of the calendar month in which the cancellation request is received by Coconut Calendar. Upon receipt of a valid cancellation request, Coconut Calendar may deactivate the Site at any time. Unless and until a cancellation request is received by Coconut Calendar, the Subscriber agrees that Coconut Calendar may automatically invoice or charge the credit card on file for the full amount of each succeeding month’s subscription, or in the case of an annual subscription, for each succeeding year.
Coconut Calendar reserves the right to increase the fees it charges for access by You, Your Organization and its Members to the Services, provided, however, that Coconut Calendar will provide no less than thirty (30) days advance notice to existing Subscribers of its intention to do so.
7. Storage and File Limitations
The storage space allocated to you is provided in accordance with the Coconut Calendar price list in effect from time to time, and it may be impossible to store some data or information due to space or other constraints. You agree that Coconut Calendar is not responsible or liable for any insufficient or unavailable storage capacity or the deletion or failure to store data or information. Coconut Calendar reserves the right to limit the file download and/or bandwidth capacity of any or all sites in its sole discretion if it deems such limitation to be in the best interests of the operating performance across all sites. Furthermore, Coconut Calendar reserves the right to limit the number of emails transmitted from its servers for any individual site or group of related sites on a daily basis in its sole discretion.
8. Member Responsibilities
All Site Information, Registration Information, Personal Information and other information stored, publicly posted or privately transmitted through the Services by You, Your Organization, or its Members, the confidentiality and privacy of all of the same and of the Site, and all uses of the Services and the Site by You, Your Organization and its Members are their sole respective responsibility. Without limitation, You and Your Site Administrator(s) are responsible for monitoring the contents, use of and access to the Site and all such information and use of and access thereto by Members who are minors. Without limitation, You agree that You or Your Organization and its Members (as applicable) will use the Services and the Site only in accordance with these Terms, and will not use them to:
a. upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Site Information, Content or other information
i. that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, hateful, obscene, pornographic, objectionable or libelous, or promotes such activity;
ii. that infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information);
iii. that is harmful to minors; or
iv. that contains software viruses, trojan horses, worms, ‘time bombs’, ‘cancelbot’s or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any “copy-protect” devices, any other harmful or disruptive program, or any ‘warez’, cracks, hacks, associated utilities or other piracy-related information;
b. provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on the Site or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;
c. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Site Name, or any Content, or any products or other services (including software) obtained therefrom, or permit access to the same by any unauthorized person or entity;
d. interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another of Your, Your Organization’s or Member’s use and enjoyment of the Services;
e. attempt to gain unauthorized access to the Services, Content, other Sites, Registration Information, Site Information or Personal Information, or other computer systems, servers or networks connected to the Services; or
f. violate (intentionally or unintentionally ) any applicable local, state, national or international law or regulation, including, but not limited to, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from Canada and/or the country(ies) in which the You, Your Organization and/or its Members reside, and laws and regulations regarding online conduct and acceptable content of the You, Your Organization’s and its Members’ transmissions, Site and Site Information.
If Coconut Calendar discovers a violation of these Terms of Use, the site may be terminated in accordance with Paragraph 4 herein. Coconut Calendar does not monitor information transmitted through the Services, Site Information or use thereof except to the limited extent permitted in these Terms, but we have the right (but not the obligation) to delete, move or edit and to require You to delete, move or edit any Registration, Site or Personal Information that violates the same. Coconut Calendar reserves the right to examine the information or customer data contained within any Site, however, for the sole purpose of determining if a violation of these Terms of Use has occurred. You must evaluate and bear all risks associated with use of any Site Information and any other information or products obtained from the Services, including any reliance on the accuracy, completeness or usefulness thereof.
9. Anti-Spamming Policy
Coconut Calendar does not condone or allow spam. You, Your Organization and its Members may not use the Services, Content, Coconut Calendar name or servers, the Site Information or the Sites to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, “junk email,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) with respect to the Sites, Site Information or any other business, product or service, and may not use the Site Name as the return address on any unsolicited communication. We encourage You, Your Organization and its Members to help us enforce this policy. To report a violation, contact us at info @ coconut calendar.com. Coconut Calendar will cooperate with legal authorities in releasing information about You, Your Organization and its Members who violate this Anti-Spam Policy.
10. Data Back-Up
Coconut Calendar regularly backs up Site Information stored on the Site, and stores the same for a limited period of time. Subject to the limitations set forth in Sections 4 and 5 hereof, upon Your specific request and payment of the applicable current fees, we will make reasonable efforts to restore Site Information. Coconut Calendar will have no liability for any failure to back up or restore such Site Information, or for interruptions, delay or suspension of access to or unavailability of Site, Registration or Personal Information, or any loss of such Information, data or transmissions.
11. Proprietary Rights
Copyright. All title, intellectual property right, including, but not limited to, copyrights in and to the Services, associated material and data (including, without limitation, any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software Application), the accompanying media and printed materials, and any copies thereof, are owned by Coconut Calendar or its suppliers. The Services and the associated software, material and data is protected by copyright laws and international treaty provisions. Therefore, you must treat these materials like any other copyrighted material, subject to the provisions of this Agreement.
Submissions. Should you decide to transmit to Coconut Calendar or its website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, You agree such submissions are unrestricted and shall be deemed non-confidential and You automatically grant to Coconut Calendar and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.
12. Disclaimer of Warranty
THE SERVICES AND THE ACCOMPANYING FILES ARE PROVIDED “AS IS.” Coconut Calendar AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICES AND ASSOCIATED CONTENT, SOFTWARE OR SUCH FILES. Coconut Calendar AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
GOOD DATA PROCESSING PROCEDURE DICTATES THAT ANY PROGRAM, ASSOCIATED APPLICATIONS, AND/OR CONTENT BE THOROUGHLY TESTED WITH NON-CRITICAL DATA BEFORE RELYING ON IT. THE USER MUST ASSUME THE ENTIRE RISK OF USING THE SERVICES AND ASSOCIATED APPLICATIONS. ANY LIABILITY OF THE Coconut Calendar FOR A DEFECTIVE COPY OF SUCH APPLICATIONS WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF YOUR COPY OF THAT APPLICATION WITH ANOTHER COPY OR REFUND OF THE INITIAL LICENSE FEE Coconut Calendar RECEIVED FROM YOU FOR THE DEFECTIVE COPY OF THE PRODUCT OR SERVICE. IN NO EVENT WILL Coconut Calendar OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A Coconut Calendar REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

12.1 DISCLAIMER OF WARRANTIES
THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Coconut Calendar AND ITS SUPPLIERS PROVIDE THE SERVICES, CONTENT, ASSOCIATED APPLICATIONS AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SERVICES, ASSOCIATED APPLICATIONS, AND/OR CONTENT, AND THE PROVISION THEREOF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NOT WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SERVICES, ASSOCIATED APPLICATIONS, AND/OR CONTENT.
12.2 EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Coconut Calendar OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, ASSOCIATED APPLICATIONS AND/OR CONTENT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS OF USE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF Coconut Calendar OR ANY SUPPLIER, AND EVEN IF Coconut Calendar OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long a given warranty may last, so the above limitations may not apply to you.
13. Miscellaneous
a. Assignment
Neither party may assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign their rights and obligations under this Agreement as the result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the assigning party and Coconut Calendar may assign its rights and delegate its obligations in whole or in part to an affiliate, provided that either party may terminate this agreement upon 10 days notice, if the assignee can be reasonably considered a competitor of the non-assigning party.
b. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Saskatchewan, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts and waive any venue objections against provincial or federal courts in any litigation arising out of these Terms of Use.
c. Interpretation and Conflicting Terms.
This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Coconut Calendar shall not be bound by terms additional to or different from those in this Agreement that appear in Your acknowledgements, purchase orders, quotations, prior understandings, or in any other communications between the parties, unless such terms are expressly agreed to by amendment to this Agreement, and are executed by both You and Coconut Calendar.
d. Force Majeure.
Except for Your obligation to pay for the Services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
e. Waivers.
The waiver of any one breach, default or right granted under this Agreement will not constitute the waiver of any subsequent breach, default or right granted. Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect.
f. Use of the Services.
You may use the Services only for sessions or meetings in which You are an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between You and Coconut Calendar. You may not resell, distribute, use on a timeshare or service bureau basis, or otherwise directly generate income from the Services. You will not modify, make derivative works of, disassemble, decompile or reverse engineer the Site, Services or any component thereof.
g. Canadian Export Law.
You acknowledge that the Services are subject to Canadian export control laws and regulations. You represent that you are not a citizen of an embargoed country or prohibited end user under applicable Canadian export and anti-terrorism laws, regulations and lists. You will not use, export or allow a third party to use or export the Services in any manner that would violate applicable law, including but not limited to applicable export control laws and regulations.
14. Representations
By registering and accepting these Terms, the initial Site Administrator on behalf of You, Your Organization, and all its Members, and each Member on its individual behalf, hereby represents and warrants to Coconut Calendar that:
a. s/he is the duly authorized Site Administrator on behalf of You or an authorized Member of Your Organization and has the authority and legal capacity to register and accept these Terms on behalf of You and to bind You thereto, and/or to register and accept the same on his/her own behalf and to be bound thereby;
b. all Members are at least 18 years of age, or are at least thirteen (13) years of age and have parental permission to establish a Site and/or use and access the Services;
c.
i. You, Your Organization and its Members are eligible to establish a Site and to become Members,
ii. the Subscribing Organization and its Members accept and agree to be bound by these Terms, and You will take all steps necessary to ensure that its Members so accept and are bound by the same, without limitation or qualification, and
iii. You, Your Organization and its Members will regularly review these Terms, and in the event of any change, You, Your Organization or Member’s failure to promptly discontinue use of the Services and Site as provided in Section 4 hereof will be deemed to indicate the agreement of the Subscribing Organization, on its own behalf and on behalf of its Members, and of its Members to accept and be bound by such changes.