Terms of Service

These Terms of Service (the “Terms”) are a binding legal agreement between you (“you”, “your”) and LiftDwell Inc. (“LiftDwell”, “we”, “us”, “our”). The Terms govern your access to and use of our website at liftdwell.com and other services offered by us (collectively the “Platform”). Certain provisions of these Terms only apply to Clients or Contractors (both as defined below). Provisions which apply only to Clients are drafted as applying to the “Client”. If you are a Contractor, the “Contractor” provisions apply to you.

By using the Platform or by clicking to accept the Terms, you accept and agree to be bound and comply with these Terms and our privacy policy, found at https://liftdwell.com/privacy (the “Privacy Policy”). If you do not agree to these Terms or the Privacy Policy, you must cease using this Platform immediately.

These Terms may be supplemented by additional terms (“Additional Terms”) relating to specific content or requirements, goods or services made available or supplied by us using the Platform. Additional Terms will be made available on relevant pages of the Platform and, if related to a transaction, will be accessible by you for your acceptance before you enter into a transaction. Additional Terms shall prevail to the extent that there is any conflict or inconsistency with any of these Terms.

By using this Platform, you represent and warrant that you are a resident of Canada and at least 18 years of age. If you do not meet all of these requirements, you must cease using this Platform immediately.

The Platform enables persons (“Clients”) to book services (“Services”) with independent service providers (“Contractors”) at their residential property (“Premises”). Each booking of Services is referred to as a “Service Appointment”. Services may include different tiers, each of which contains different features and benefits as are described on the Platform and which may be modified, from time to time.

LiftDwell only facilitates the booking of and payment for Services between Clients and Contractors. You acknowledge and agree that (a) LiftDwell does not provide Services directly; (b) LiftDwell does not supervise or control, and is not responsible for supervising or controlling, the manner in which Services are provided by Contractors; and (c) Contractors, not LiftDwell or any condominium corporation or property management corporation which operates a building in which the Premises is located, are solely responsible for the performance of Services and for any damage caused during the performance of Services.

The Client represents and warrants that the Client has the right to engage a Contractor to provide the Services at the Premises.

For each Service Appointment, the Client agrees to:

1. (a)provide Contractors with such information as they may require to access the Premises (for example, entry instructions, passcodes);
2. (b)ensure that the Premises is free of unsafe or hazardous conditions, free of illegal activity and that any pets are secured;
3. (c)ensure that all information about the Premises which is supplied to LiftDwell and Contractor is true, accurate and complete and not misleading in any way;
4. (d)respond promptly to any requests for information, approvals, authorizations or decisions that are reasonably necessary for the Contractor to perform the Services;
5. (e)ensure that if there are any deficiencies or damages with respect to a Service Appointment that the Client immediately documents such deficiencies by preparing a list, taking photographs, and obtaining other evidence of such deficiencies or damages and providing them to LiftDwell within 48 hours from the time of completion of the Service Appointment;
6. (f)ensure that sufficient quantities of any equipment or materials which it has agreed to provide to Contractor are available for the Contractor; and
7. (g)complete any additional requirements as the Client agreed when the Client scheduled the Service Appointment.

The Client also hereby consents to the Contractor taking photographs of areas of the Premises in which Services were performed if reasonably necessary to document issues including pre-existing damage, damage or other issues which occur during a Service Appointment, Premises conditions, scope of work or other material issues that cannot be adequately documented in writing.

The Client acknowledges and agrees that:

1. (a)Fees for Services are based on the nature of the Premises, including property type, approximate size and number of bedrooms and bathrooms and may be subject to a maximum Service duration. If conditions at the Client's Premises prevent the Contractor from completing the Service within that maximum duration or the Client has provided inaccurate information about the Premises, the Service may not be completed within the maximum Service duration. In such a case, we may require that the Client pay an additional Fee in order for the Service Appointment to be completed, whether on the same date or through a follow-up appointment, and/or may require that the Client book future Service Appointments based on a larger Premises size.
2. (b)Services are provided by the Contractors who are third-party independent contractors, not employees, agents, partners or other representatives of LiftDwell.
3. (c)Conditions at the Premises, including, but not limited to, the presence of pets and children, obstructions and unknown issues and complications, may affect the quality of, and time it takes to complete, the Services.

The Client agrees to:

1. (a)Pay such fees as may be charged, from time to time, in accordance with these Terms (“Fees”), plus applicable taxes. Fees will be displayed to the Client on the Platform before the Client books a Service Appointment. Fees are payable at the time the Client books the Service Appointment.
2. (b)Not make any payment directly to a Contractor which in any way relates to the Services.

Payments will be processed by our third-party payment processor (“Payment Processor”) pursuant to the terms and conditions of their privacy policies and terms of service. Our current Payment Processor is Stripe LLC and you may review their terms and privacy policies which are posted on their website located at stripe.com. You hereby authorize us to disclose to our Payment Processor such of your billing and personal information as may be required in order to process payments.

We may, from time to time, offer promotional credits to Clients (“Promotional Credits”). Promotional Credits will be subject to eligibility requirements, benefits and expiration as is disclosed to you. Promotional Credits have no cash value and are non-transferable and, except where legally required otherwise, only apply to eligible future bookings. Promotional Credits may not be combined with other offers, rewards or other promotions unless expressly permitted by us. Where Promotional Credits are used for a Service Appointment which is cancelled, the cancellation terms will apply to such Promotional Credits. Where we suspect there is fraud or abuse, we may, in our sole discretion, suspend or cancel the Promotional Credits. For clarity, Promotional Credits shall not include purchased gift cards, prepaid amounts or other funds.

If the Client wishes to cancel or reschedule a Service Appointment, the Client must provide at least 24 hours’ written notice to the Contractor through the Platform. If the Client gives less than 24 hours’ notice, but at least 2 hours’ notice, the Client will be charged a cancellation fee of 50% of the Fee for the Service Appointment. If the Client gives less than 2 hours' notice or fails to give notice, the Client will be charged a cancellation fee of 100% of the Fee for the Service Appointment. The Client will also be charged a cancellation fee of 100% of the Fee for the Service Appointment if the Contractor is unable to access the Premises for the Service Appointment.

A Contractor may cancel or cease performing its Services, in whole or in part. If the cancellation or cessation of its Services is due to the Client's failure to comply with any of the Client's obligations under these Terms (including, without limitation, if the Contractor identifies any unsafe or hazardous conditions at the Premises or if the Premises is materially different than the Client has represented), the Client will be charged a fee of at least 50% and up to 100% of the Fee for the Service Appointment, as determined by LiftDwell in its sole discretion. If the Contractor cancels or ceases performing its Services for any other reason the Client will be entitled, at the Client's option, to either reschedule the Service Appointment or to a refund of Fees paid for the Service Appointment.

LiftDwell may provide the Client with the option to schedule recurring Service Appointments (“Recurring Service Appointments”). Each Recurring Service Appointment remains subject to Contractor availability and, unless specified, does not guarantee that a particular Contractor will perform the Service. The price of Recurring Service Appointments is subject to change on notice to the Client. Cancellation of Recurring Service Appointments will be subject to the standard cancellation provisions described above. If we are unable to process the Client's payment for a Recurring Service Appointment for any reason we may, in our sole discretion, attempt to process the payment again and/or suspend or cancel the Recurring Service Appointment.

Following a Service Appointment the Client will be asked to complete a Service Appointment acknowledgement. This acknowledgement only confirms the Contractor’s attendance and completion of a Service Appointment. It is not a waiver of the Client's right to report damage or other deficiencies, which the Client may do within 48 hours of completion of the Service Appointment, as described above.

The Client agrees that the Client will not, for a period of twelve (12) months from the date the Client last accessed the Platform (the “Restricted Period”), without the prior written consent of LiftDwell, recruit or solicit any Contractor or hire or engage any Contractor introduced to the Client through the Platform to provide any services which are similar to Services offered by Contractors through the Platform. If the Client breaches the Client's obligations under this section, the Client agrees to pay to LiftDwell a conversion fee of 25% of any amounts paid to the Contractor during the Restricted Period or from agreements made during the Restricted Period for such services. The Client acknowledges and agrees that this amount represents a pre-estimate of the loss likely to be suffered as a result of a breach of this section and is not a penalty.

The Client understands the provisions under the subheading "Non-Solicitation" and agrees that they are reasonable in light of all of the circumstances.

We reserve the right in our sole discretion to modify these Terms from time to time. We will provide you with reasonable notice of changes to these Terms by email, posting a notice on the Platform or by similar means. The modified Terms are effective immediately upon being posted to the Platform. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these modifications.

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

It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete.

Any username, password or other credentials chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Platform or portions of it using your credentials. You agree to notify us immediately of any unauthorized access to or use of your credentials or any other breach of security. You are responsible for any unauthorized access of the Platform using your account.

Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Platform. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Platform.

We reserve the right at any time and from time to time, to disable or terminate your account, any username, password or other credentials, whether chosen by you or provided by us, in our sole discretion for any reason, including any violation of any provision of these Terms.

You are prohibited from attempting to circumvent and from violating the security of this Platform, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) disrupting network services and otherwise disrupting our ability to monitor the Platform; (e) using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (f) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (g) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (h) otherwise attempting to interfere with the proper working of the Platform.

You understand and agree that the Platform and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by LiftDwell, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The “LiftDwell” name and logo and all related names, logos, product and service names, designs, images and slogans are trademarks of LiftDwell or its affiliates or licensors. You must not use such marks without the prior written permission of LiftDwell. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on this Platform are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of applicable law and could subject the infringer to legal action.

Users are not permitted to modify copies of any materials from this Platform nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Platform.

Nothing in these Terms grants you any rights in the Platform other than as necessary to enable you to access the Platform. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, in any form or medium whatsoever except as permitted by us under these Terms or as expressly provided under applicable law and/or under any Additional Terms. Any use of the Platform not expressly permitted by these Terms or under applicable law is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

As a condition of your access and use, you agree that you may use the Platform only for lawful purposes and in accordance with these Terms.

The following content standards apply to any and all content, material, and information you submit, post, publish, display, or transmit (collectively, “submit”) to the Platform, to other users or other persons (collectively, “User Content”). Any and all User Content must comply with all applicable federal, provincial, municipal, and international laws, regulations and these Terms.

Without limiting the foregoing, you warrant and agree that your use of the Platform and any User Content shall not:

1. (a)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 law or that otherwise may be in conflict with these Terms and our Privacy Policy.
2. (b)In any manner violate the Terms of Service of any third-party website that is linked to the Platform, including but not limited to, any third-party social media website.
3. (c)Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, disparaging, offensive, 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 LiftDwell’s sole discretion.
4. (d)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 law.
5. (e)Involve, provide or contribute any false, inaccurate or misleading information.
6. (f)Impersonate or attempt to impersonate LiftDwell, a LiftDwell 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).
7. (g)Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, 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.
8. (h)Encourage any other conduct which, as determined by us, may harm LiftDwell or users of the Platform or expose them to liability.
9. (i)Promote any illegal activity, or advocate, promote, or assist any unlawful act.
10. (j)Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

By providing any User Content to the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, sublicensable licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Content.

By submitting the User Content, you declare and warrant that you own or have the necessary rights to submit the User Content and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns to the User Content and comply with these Terms. You represent and warrant that all User Content complies with applicable law and these Terms.

You understand and agree that you are fully responsible for any User Content you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Content submitted by you or any other user of the Platform.

LiftDwell has the right, without provision of notice to:

1. (a)Remove or refuse to post on the Platform any User Content for any reason in our sole discretion.
2. (b)At all times, take such actions with respect to any User Content deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms.
3. (c)Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.
4. (d)Terminate or suspend your access to all or part of the Platform or the Services, including a scheduled Service Appointment, for any reason, including, without limitation, any violation of these Terms.

You release and hold harmless LiftDwell; its parent, subsidiaries, affiliates; any condominium corporation or property management corporation which operates a building in which Services were provided; and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors and assigns (collectively the “LiftDwell Parties”) from any and all claims resulting from any action taken by the LiftDwell Parties relating to any investigations by any of them or by law enforcement authorities.

We have no obligation, nor any responsibility to any party to monitor the Platform or its use, and do not and cannot undertake to review material that you or other users submit to the Platform. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable law.

The content on our Platform is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our Platform.

Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date. Your use of the Platform is at your own risk.

This Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by LiftDwell, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of LiftDwell. Neither LiftDwell nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

For your convenience, this Platform may provide links to third-party websites or mobile applications (“Third Party Services”). We make no representations about any Third-Party Services that may be accessed from this Platform. If you choose to access Third-Party Services, you do so at your own risk. We have no control over the content of any Third-Party Services and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of Third-Party Services.

You release and hold harmless the LiftDwell Parties from and against any claim, cause of action or demand of any nature whatsoever arising from your use of the Platform.

You understand and agree that your use of the Platform, its content, any services or items found or attained through the Platform, including hiring Contractors to perform Services, is at your own risk. The Platform, its content, and any services or items found or attained through the Platform are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

LiftDwell does not make any warranty, representation or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency or availability of the Platform or its contents. Without limiting the foregoing, LiftDwell does not represent or warrant that the Platform, its content, or any services or items found or attained through the Platform will be accurate, reliable, error-free, or uninterrupted.

LiftDwell makes no guarantee or warranty whatsoever with respect to the Services or Contractors, whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise, including any (a) warranty of merchantability; or (b) warranty of fitness for a particular purpose. Without limiting the generality of the foregoing, LiftDwell does not provide any guarantee or warranty with respect to Contractors or Services performed by a Contractor, including, but not limited to, with respect to the quality, workmanship, availability, skills, background, character of a Contractor or the Services. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

LiftDwell verifies bonding or fidelity coverage and conducts background checks of certain Contractors who are referred to as a “Premium Contractor” and provided with a “LiftDwell Verified” designation. All such verification and background checks, together with other due diligence and vetting measures as LiftDwell may undertake, are done on a reasonable commercial efforts basis only. LiftDwell uses a “LiftDwell Verified” designation to indicate where such verification has been done, but none of these actions or this designation constitutes any (a) guarantee or warranty by LiftDwell about the conduct, character, workmanship or availability of a Contractor; or (b) waiver, limitation or qualification of any disclaimer, exclusion or waiver of any warranties (including any confirmation that LiftDwell is not providing a guarantee) set out in these Terms. LiftDwell may, in its sole discretion, suspend or remove “LiftDwell Verified” status of a Premium Contractor at any time.

Except where such exclusions or limitations are prohibited by applicable law, and subject to the paragraph below, under no circumstances will the LiftDwell Parties be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, or for any loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss or corruption of data, however caused and under any theory of liability, whether in contract, tort (including negligence), breach of statutory duty, breach of privacy or otherwise, arising out of or in connection with your use of, inability to use, or reliance on, the Platform, any Third-Party Services, or any content, materials, postings or information on them, even if the LiftDwell Parties have been advised of the possibility of such damages.

If, notwithstanding the foregoing, any of the LiftDwell Parties is found liable to you, the aggregate liability of the LiftDwell Parties to you for any and all claims arising out of or relating to these Terms or your use of the Platform shall not exceed the greater of (a) the total amounts you paid to us for the Service Appointment which gave rise to the liability, and (b) Two Hundred Canadian Dollars (CAD $200).

Nothing in these Terms excludes or limits the liability of the LiftDwell Parties for death or bodily injury caused by their negligence, for fraud or fraudulent misrepresentation, for intentional or gross fault, or for any other liability that cannot be excluded or limited under applicable law. If you are a consumer, the exclusions and limitations in this section apply only to the extent permitted by applicable consumer protection legislation.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the LiftDwell Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable lawyers’ fees) arising out of or relating to (a) your breach of these Terms; (b) your use of the Platform, including, but not limited to, your User Content, Third-Party Services, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms; (c) bodily injury, death of any Contractor or other person at your Premises or any building in which the Premises is located resulting from your act or omission; and (d) damage to real or tangible personal property resulting from your act or omission.

LiftDwell shall not be liable or responsible to you or be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any of its obligations when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of LiftDwell.

In the event of a dispute between you and a Contractor that in any way relates to the Services (a “Contractor Dispute”), the Client agrees to give prompt written notice of the Contractor Dispute to LiftDwell, which notice shall describe the nature of the dispute and shall include any supporting documentation. The Client shall make its best efforts to ensure that all complaints, responses and material communications in relation to the Contractor Dispute are made through the Platform and that all supporting records in relation to the Contractor Dispute which are provided to the Contractor are provided using the Platform. The Client agrees to make good faith efforts to negotiate a resolution to the Contractor Dispute with the Contractor for a period of thirty (30) days. During this period, LiftDwell may, but is not required to, help mediate the Contractor Dispute by facilitating communications. LiftDwell may also make administrative decisions and take administrative actions regarding payments, bookings or Platform access, but shall have no obligation to investigate, mediate or adjudicate the Contractor Dispute and shall have no liability for making or taking, or refusing to make or take, any of the foregoing or any other decisions or actions.

As LiftDwell’s role is limited to coordinating and facilitating Service Appointments and does not include the provision of any Services to the Client, the Client agrees to hold the Contractor, not LiftDwell, responsible for any Contractor Dispute. If the Client has a Contractor Dispute, the Client hereby releases and holds harmless LiftDwell and the LiftDwell Parties from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct or indirect arising out of or in any way connected with a Contractor Dispute.

Except to the extent prohibited by applicable law and subject to the IP Protection Exception below, in the event of any controversy, claim, action or dispute arising out of or related to the Platform, or the breach, enforcement, interpretation, or validity of these Terms or any part of it (a “Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent to us at the email address specified below and to the Client at the email address associated with the Client's account. To the maximum extent permitted by law, both the Client and LiftDwell agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration against the other party.

Except to the extent prohibited by applicable law and subject to the Small Claims Exception and IP Protection Exception, if the Client and LiftDwell are unable to resolve the Dispute within the 30-day period described above, the Dispute shall be finally determined by binding arbitration administered by the ADR Institute of Canada, Inc. under its Simplified Arbitration Rules in effect when the arbitration is commenced, before a single arbitrator jointly selected by the parties or, failing agreement within 15 days, appointed in accordance with those Rules. The seat of the arbitration shall be Toronto, Ontario. The arbitration shall be conducted by videoconference or on the basis of written submissions only, unless the parties agree or the arbitrator determines otherwise. The parties shall share the arbitration costs equally and each party shall bear its own legal costs, subject to any award of the arbitrator to the contrary.

Nothing in this section prevents (a) either party from bringing an individual claim in the small claims court in Toronto, Ontario (the “Small Claims Exception”); or (b) LiftDwell from applying to a court of competent jurisdiction for injunctive or other equitable relief to protect its intellectual property or confidential information, or to prevent unauthorized access to the Platform (the “IP Protection Exception”).

These Terms shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to any conflict of law provisions and notwithstanding your domicile, residence or physical location.

Subject to the dispute resolution and arbitration provision, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding which may arise out of, or in connection with, the Platform or these Terms. You agree not to commence any such action or proceeding except in Toronto, Ontario, Canada.

Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing and sent to our contact address at hello@liftdwell.com and all notices from us to you will be displayed on our Platform from time to time or sent to you at the email address associated with your account.

No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

If any term or provision of these Terms is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, that term or provision shall be modified and interpreted so as to accomplish the objectives of the original term or provision to the greatest extent permitted by applicable law and, if it cannot be so modified, it shall be severed from these Terms. Any such invalidity, illegality, unenforceability, modification or severance shall not affect any other term or provision of these Terms, shall not invalidate or render unenforceable that term or provision in any other jurisdiction, and the remainder of these Terms shall continue in full force and effect.

You may not assign, sub-license or otherwise transfer any of your rights and obligations in these Terms to any other person.

The Terms, our Privacy Policy and any applicable Additional Terms constitute the sole and entire agreement between you and LiftDwell regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Should you have any questions regarding these Terms, you may contact us at: hello@liftdwell.com.