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Terms and Conditions

TERMS & CONDITIONS

Last updated, February 15, 2019

By accessing or using any Nicola Wealth website (“Site”) or mobile application that makes available our services to clients (“Content App”) and the services offered therefrom (the “Services”), you (“you” and, together with all persons accessing or using the Site and/or Content App, the “Users”) signify that You have read, understand and agree to be bound by these Terms and Conditions, along with any exhibits, disclosures, addendum or amendments thereto, as the same may be amended or modified from time to time (collectively, the “Terms and Conditions”) with Nicola Wealth Management Ltd. (“us”, “we” or “our”), in all respects with respect to your access and use of the Site and/or Content App.  Your use of the Site, Content App and/or Services is subject to our Privacy Policy (defined below).

PLEASE READ THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS, AND INDEMNITIES.

Your access and use of the Site and/or Content App are subject to these Terms and Conditions and the Privacy Policy. If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true, you may not access or use, and must cease accessing or using, the Site, the Content App and the Services.

TERMS OF USE
1.                  Amendments and Modifications to these Terms and Conditions. We reserve the right to amend these Terms and Conditions or modify or discontinue any portion of the services or features and functionality provided through the Site and the Content App, from time to time and at any time without prior notice.  In the event that any changes are made, the revised terms and conditions shall be posted on the Site and the Content App and such changes will be effective at such time.  We further reserve the right to modify or temporarily discontinue your access to the Site, the Content App or portion thereof, or any Services, with or without prior notice to you.  You are responsible to check the latest information available herein to inform yourself of any change.  Do not access or use the Site or the Content App if you do not agree to any amendments or modifications made to these Terms and Conditions.
2.                  Legal Capacity. You represent and warrant that you possess the legal right, capacity and ability to agree to these Terms and Conditions and use the Site and/or Content App in accordance with them. If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old. If you are using the Site and/or Content App on behalf of a corporation or other organization, you represent and warrant that you have the authority to agree to these Terms and Conditions on behalf of such corporation or organization and all references to “you” throughout these Terms and Conditions will include such corporation or organization, jointly and severally with you personally. You also represent that your access and use of the Site and/or Content App does not violate any applicable law, rules or regulations.
3.                  License. We grant to you a non-exclusive, non-transferable, limited license only to access and use the Site, the Content App and the Services, in accordance with the provisions set out in these Terms and Conditions. All rights not expressly granted to you in these Terms and Conditions are reserved by us and, if applicable, our licensors.
4.                  Privacy. You acknowledge that you have read the Privacy Policy located < HTTPS://WWW.NICOLAWEALTH.COM/PRIVACY-POLICY> as it may be updated from time to time (the “Privacy Policy”), which addresses how we gather, use, disclose and manage your personal information.  Your access and use of the Site or the Content App signify your consent to the collection, use and disclosure by us of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in the Privacy Policy, which is incorporated herein by reference and forms an integral part of these Terms and Conditions.
(a)                No Offer.  The information provided in the Site and/or the Content App is not to be construed as an offering of products or services, a proposal or inducement to make investments or to undertake investment in securities, an inducement or a solicitation to purchase or sell securities or any other financial instrument or product, a recommendation, or all or part of a contract.  The information provided in the Site and/or the Content App is for consultation and general information purposes only and does not allow transactions of any kind to be carried out.  We do not consider uses of the Site and/or Content App to be clients merely by their access to any of them.

(b)               Suitability.  Our various investment strategies and opportunities may not be suitable or appropriate for all investors.  The information, opinions or estimates provided where applicable in the Site and/or the Content App reflect the judgement of their author on the day it was drafted.  They may not be deemed authoritative; nor may anyone use them as replacement for his or her own judgement.  Information provided on the Site and/or the Content App does not in any way constitute a recommendation that you enter into a particular transaction, nor does it constitute a representation that a particular financial investment is suitable or appropriate for you.

5.                  Your Account and Account Use. Some areas of the Site and/or the Content App may require you to have an account identifying you as a user of the Site and/or the Content App (an “Account”). In connection with such accounts,

(a)                Responsibility—you are solely responsible for:

(i)                 your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account, and

(ii)               any and all activities that occur under your Account, including all activities that are conducted through your account by any persons who gain access to your Account with or without your permission.

(b)               Notification—you agree to immediately notify us of:

(i)                 any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or

(ii)               any other breach of security with respect to your Account or any service provided through it, and you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account, and

(c)                Accuracy—you agree to provide true, current, accurate and complete customer information as requested by us from time to time and you agree to promptly notify us of any changes to any information you have provided (including your email address) as required to keep such information held by us current, complete and accurate.   You agree that, if any information provided by you (or on your behalf under your direction or knowledge) is untrue, inaccurate, not current or incomplete or contains a misrepresentation, we reserve the right to terminate your use of the Site and/or Content App.

6.                  Limitations. The access to and use of the Site and the Content App depend on the Internet, including but not limited to networks, cabling, facilities and equipment that are not in our control.  Accordingly, (i) any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of the Site and/or Content App is on a “commercially reasonable efforts” basis, (ii) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (iii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.  We assume no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, loss of user data, communications or personalization settings.

7.                  Acceptable Use and Prohibitions

(a)                Lawful Use. You will ensure that while using the Site, the Content App or the Services:

(i)                 you will not use the Site, the Content App or the Services for any unlawful purposes, and

(ii)               if at any time you become aware of any violation, by any person or entity, of any part of these Terms and Conditions, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation.

(b)               Prohibited Conduct. Without limiting the generality of any other restriction in these Terms and Conditions, you agree that you will not, in connection with your use of the Site, the Content App or the Services, directly or directly do or permit any of the following:

(i)                 engage in behaviors that will put your personal information at unnecessary risk, such as leaving, transmitting or publishing your passwords;

(ii)               post, upload, reproduce, distribute or otherwise transmit any Content (defined below) that:

(A)              is unauthorized or unsolicited commercial communications, chain letters, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited;

(B)              transmits any software or materials that contain any virus, cancelbot, defect, date bombs, time bombs, Trojan horse, worm or other harmful, disruptive or surreptitious component;

(C)              is fraudulent, libelous, defamatory, infringing, or unlawful;

(D)              is inappropriate, profane, obscene, indecent materials or information without suitable or lawfully-required access controls (which controls will in no event be our responsibility);

(E)               gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation;

(F)               constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography;

(G)              engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;

(H)              scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;

(I)                 forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Site or the Content App;

(J)                impersonate or falsely represent your association with any person, including a representative of us;

(K)              any trade secret of any third party; or

(L)               any material, no-public information about companies without the authorization to do so;

(iii)             use any robot, spider, webcrawler, deeplink, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Content App or their contents;

(iv)             “frame” or “mirror” any part of the Site or the Content App without our prior written authorization;

(v)               modify, adapt, sub-license, copy, translate, sell, distribute reverse engineer, decompile, dissemble or exploit any portion of the Site or the Content App;

(vi)             disrupt or threaten the integrity, operation or security of any Site or the Content App, any server, computer or any Internet system;

(vii)           extract, gather, collect, harvest  or store personal information about other users or visitors of the Site or the Content App without their express consent; or

(viii)         conduct or allow “jailbreaking” of any device running Apple Inc.’s iOS operating system or “rooting” of ay device running Google’s Android operating system.

(c)                Our Remedies. Without limiting any of our rights, we may suspend, restrict, withdraw or terminate your use of the Site and/or the Content App and your Account without notice for any reason whatsoever.  In addition, we can also suspend, restrict, withdraw or terminate your use of the Site and/or the Content App and your Account, if, in our sole and absolute discretion, we determine or believe that you have violated any of the acceptable use rules set out above.

8.                  Proprietary Rights.

(a)                Content—“Content” means all materials and content, including designs,  drawings, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.

(b)               Third-Party Content—Content accessed or available through the Site and/or Content App or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Site and/or the Content App or these Terms and Conditions grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Site and/or Content App as set out in these Terms and Conditions. You acknowledge and agree that we have no responsibility for the accuracy, reliability, completeness or suitability of Third Party Content and that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Content. Any links to third party sites do not imply an endorsement of such sites.  We encourage you to review the terms of use and privacy policies of these third party sites prior to your use as these sites may have practices and policies which differ from the Site and/or the Content App.

(c)                Our Content—Except where expressly stated otherwise, all right, title and interest in and to the Site and the Content App and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Site and the Content Apps (collectively, “Our Content”), including the selection, compilation, collection, arrangement and assembly thereof, is fully vested in us, our licensors or our suppliers and are protected by applicable Canadian and international copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to the terms of these Terms and Conditions, including the disclaimers and limitations of liability herein. Nothing in your use of the Site and/or the Content App or these Terms and Conditions grants you any right, title or interest in or to Our Content except the limited right to use the Site and/or the Content App as set out in these Terms and Conditions. Unless otherwise expressly authorized by us in writing, you agree not to:

(i)                 rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content;

(ii)               distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of Our Content, to the maximum extent that such prohibition is permitted by applicable law;

(iii)             copy, modify, republish, deep link, upload, or remove any proprietary notices or labels on or in Our Content; or

(iv)             allow any other person or entity to engage in any of the foregoing.

(d)               Your Content—We do not and will not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transmit to us, or any third party, using the Site and/or the Content App (collectively, “Your Content”).  By posting, uploading, inputting, providing, submitting, entering or otherwise transmitting your Content to us or any third party using the Site and/or the Content App, you agree:

(i)                 License to Us—you have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up, irrevocable limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate Your Content to the extent reasonably required by us to maintain the functionality of the Site and the Content App, to provide the Services to our customers and users, including you, to ensure adherence to or enforce the terms of these Terms and Conditions, to protect ourselves or our users, and to comply with any law, regulation or other governmental request;

(ii)               Your Warranty to Us—you will have thereby confirmed, represented and warranted to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant us the license to Your Content set out above; and

(iii)             Your Indemnity of Us—you will indemnify and save us harmless from and against any and all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content or your use of the Site and/or the Content App, including but not limited to instances where Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, including trade secrets, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.

(e)                Advertising—We will have the right, without notice, to insert or include advertising data into the Site and/or the Content App, so long as doing so does not involve transmission of any of your personal information in contravention of the Privacy Policy.

(f)                Public Transmission and Caching—You acknowledge and agree that the technical processing and transmission of the Site and/or the Content App, including Your Content and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

(g)                Deletion of Your Content—If you delete the account to which Your Content is connected, you acknowledge and agree that we may, at our sole and absolute discretion, retain a copy or copies of same for archival or compliance purposes or to otherwise provide the Site and Content App to you or our Users, subject always to your license to us set out above.

(h)               Compliance and Complaints—We do not have any obligation (and no such obligation shall be implied) to censor or review any of Your Content, to censor or review any Third-Party Content or to monitor use of the Site and the Content App. You agree that we may, without notice or liability, disclose to third parties any of your information or Your Content, monitor use of the Site and the Content App and monitor, review and retain Your Content if we believe in good faith that such activity is reasonably necessary to provide the Site and the Content App to customers and our Users, ensure adherence to or enforce the terms of these Terms and Conditions, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Site and/or the Content App by you, you acknowledge and agree that we may (but shall have no obligation), in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, or remove Your Content from our servers.

9.                  Termination of Accounts. We may, in our sole and absolute discretion, suspend, restrict or terminate your Account and your use of the Site and/or the Content Apps, effective at any time, without notice to you, for any reason whatsoever.  In addition, we may suspend, restrict or terminate your Account and your use of the Site and/or the Content App for any of the following reasons: (i) because the operation or efficiency of the Site and/or the Content Apps or our or any third party’s equipment or network is impaired by your use of the Site and/or the Content App; (ii) any amount is past due from you to us; (iii) we have received a third party complaint which relates to your use or misuse of the Site and/or the Content App or any of the Services; (iii) you have been or are in breach of any term or condition of these Terms and Conditions; or (iv) if you no longer agree to these Terms and Conditions.  We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Site and/or the Content App.  The termination of your Account and your use of the Site and/or the Content App will not affect any of our rights or obligations arising under these Terms and Conditions prior to termination.

10.              DISCLAIMERS, LIMITS OF LIABILITY AND INDEMNITIES.

(a)                CUSTOMER ACKNOWLEDGEMENT—YOU ACKNOWLEDGE AND AGREE THAT: (i) ALL USE OF THE SITE AND/OR THE CONTENT APP PROVIDED BY US IS AT YOUR OWN RISK; (ii) THE SITE AND THE CONTENT APP MAY CONTAIN LINKS TO OTHER WEBSITES, WHICH ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU AND THE INCLUSION OF ANY SUCH LINK DOES NOT IMPLY ENDORSEMENT, INVESTIGATION OR VERIFICATION BY US OF SUCH WEBSITES OR THE INFORMATION CONTAINED THEREIN; AND (iii) THE SITE AND THE CONTENT APP PROVIDED UNDER THESE TERMS AND CONDITIONS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND.

(b)               DISCLAIMER OF WARRANTIES—WE MAKE NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE SITE, THE CONTENT APP OR ANY OTHER SERVICES AND PRODUCTS SUPPLIED UNDER THESE TERMS AND CONDITIONS. WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER.  WE DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE CONTENT APP WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE CONTENT APP OR THE SERVER(S) ON WHICH THE SITE AND/OR THE CONTENT APP ARE HOSTED ARE FREE OF VIRUSES OR OTHER HAMRFUL COMPONENTS.

(c)                NO LIABILITY—NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS, DISTRIBUTORS, ADVERTISERS, SPONSORS AND AGENTS (COLLECTIVELY, IN THESE CAPITALIZED SECTIONS, “WE” OR “US”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THESE TERMS AND CONDITIONS OR THE USE, OR NON-USE OF THE SITE AND/OR THE CONTENT APP OR ANY SOFTWARE, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING: (i) ANY LOSS OR DAMAGE TO DATA ARISING DIRECTLY OR INDIRECTLY OUT OF USE OR NON-USE OF THE SITE AND/OR THE CONTENT APP OR RELATED COMPONENT; (ii) DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, OR DEFECTS ON OR RELATED TO THE SITE AND/OR THE CONTENT APP. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR THE CONTENT APP IS TO STOP USING THE SITE AND/OR THE CONTENT APP. WITHOUT RESTRICTING THE FOREGOING, IF CIRCUMSTANCES ARISE IN WHICH YOU OR ANOTHER PARTY IS ENTITLED TO RECOVER DAMAGES FROM ONE OR MORE OF US, THE AGGREGATE LIABILITY OF US FOR DAMAGES IS LIMITED TO THE AMOUNT PAID TO US BY YOU THROUGH THE SITE OR THE CONTENT APP DURING THE SIX-MONTH PERIOD PRECEDING THE CIRCUMSTANCES IN WHICH SUCH LIABILITY ARISES.

(d)               APPLICABILITY—SOME JURISDICTIONS PROHIBIT THE DISCLAIMER OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OF CERTAIN TYPES OF LIABILITY. IN SUCH CIRCUMSTANCES, TO THE EXTENT THAT SUCH PROHIBITIONS PROHIBIT ANY EXCLUSIONS AND LIMITATIONS IN THESE TERMS AND CONDITIONS, SUCH EXCLUSIONS AND LIMITATIONS WILL NOT APPLY TO YOU STRICTLY TO THE EXTENT NECESSARY TO MAKE THESE TERMS AND CONDITIONS CONSISTENT WITH SUCH PROHIBITIONS.

GENERAL TERMS

11.              Interpretation. In these Terms and Conditions, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms and Conditions, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to website addresses or URLs will also include any successor or replacement websites containing substantially similar information as the referenced website(s).

12.              Waiver of Rights and Remedies. Our failure to insist upon or enforce strict performance of any provision of these Terms and Conditions will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice will act to modify any provision of these Terms and Conditions. Our rights, powers and remedies in these Terms and Conditions, including without limitation the right to suspend, restrict, withdraw or terminate any use of the Site and/or the Content App, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

13.              Severability. If any provision of these Terms and Conditions is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

14.              Limitation Period. Any cause of action you may have with respect to these Terms and Conditions the Site, the Content App or the Services must be commenced within one year after the claim or cause of action arose, or it will be barred.

15.              Notices. Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with these Terms and Conditions

(a)                by us to you will be deemed to have been effectively and validly given if delivered or sent to any of the contact particulars then listed in your Account;

(b)               by you to us will only be deemed to have been effectively and validly given if in writing and delivered or submitted to your financial advisor.

16.              Assignment and Inurement. We may at any time assign our rights and obligations under these Terms and Conditions, in whole or in part, without notice to you. You may not assign these Terms and Conditions without our prior, written consent. These Terms and Conditions will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

17.              Relationship. You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms and Conditions or use of the Site and/or the Content App.

18.              Force Majeure. Neither party will be responsible for a failure to fulfill its obligations under these Terms and Conditions or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.

19.              Entire Agreement. These Terms and Conditions, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, including but not limited to the Privacy Policy, constitutes the entire agreement between us and you with respect to the matters referred to in these Terms and Conditions and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

20.              English Language. The parties have requested and agree that these Terms and Conditions and all documents relating thereto be drawn up in English.