Astroff Consultants Inc. - Terms and Conditions
Please read these Terms and Conditions carefully before using this Site.
Last updated on: January 8, 2019
The terms and conditions set out herein (“Terms and Conditions”) govern your access to and use of the web site located at astroffconsultants.com and all associated sites linked to astroffconsultants.com which are controlled or hosted by Astroff Consultants Inc. (“Astroff”) or any of its affiliates, as well as your access to or use of our sites by means of a computer, a mobile device or a mobile application ("Site”). By accessing, using, and/or downloading messages, information, illustrations, graphics, and videos) from the Site or from third party sites to which you are linked via hyperlinked communications from or to which you are otherwise directed by Astroff ("Materials"), or by sending, submitting, or posting messages, information, data, text, software or images, or other materials directly or via third party sites to which you are linked via hyperlinked communications or otherwise directed (such as but not limited to audio, photographs, illustrations, survey results, graphics, and videos) to the Site ("Content"), or both, you agree on your own behalf and on behalf of any person for whom you may be authorized to act to accept and abide by these Terms and Conditions for each visit to and use of this Site. If you do not agree to abide by these Terms and Conditions, you should not use the Site or download or use Materials from it, or post Content to it. These Terms and Conditions apply exclusively to your access to and use of this Site and do not alter the terms or conditions of any other agreement you may have with Astroff. In case of inconsistency between these Terms and Conditions and any other agreement you may have with Astroff, the other agreement shall prevail, but only to the extent of the inconsistency.
Any user of the Site that is under the age of 18 must review these Terms and Conditions with a parent or legal guardian to ensure that the parent or legal guardian accepts and abides by these Terms and Conditions and must not access or use the Site or any of the Materials, nor post any Content to any Site, unless his or her parent or legal guardian has accepted and abides by these Terms and Conditions.
1. Changes to Terms and Conditions
2. Changes to this Site
Astroff may terminate, change, suspend or discontinue any aspect of the Site, including (i) changing the availability of any features, at any time without notice or liability; (ii) changing any fees or charges for use of the Site, including instituting new or increased fees or charges for the use of the Site or any other Site-related products and services ("Services") or any features thereof; (iii) removing, adding, modifying or otherwise changing any Materials on or from the Site; or (iv) imposing limits on certain features and Services or restricting your access to parts or all of the Site without notice or liability for any reason whatsoever. Astroff reserves the right but not the duty, in its sole discretion, to correct any errors or omissions in any portion of the Site at any time without notice.
4. Limited License and Prohibited Uses
The Site may be used only for lawful purposes and by individuals who use the Site for personal, non-commercial and internal purposes only. You agree to use the Site only to post and send Content and access, use and view Materials and Services that are proper and related to purpose of the Site.
Subject to these Terms and Conditions, Astroff grants you a non-exclusive, non-transferable, non-assignable, limited, revocable right to access, use and view the Site and the Materials and Services thereon, solely for your own personal, non-commercial and internal use, provided, however, that the foregoing right to access, use, and view the Site and the Materials and Services thereon will terminate upon your ceasing to use the Services (as described in Section 9 below), and that you may not, nor may you allow others to, directly or indirectly: (i) remove, from any copy of the Materials, the copyright or other proprietary notices contained in the Materials; (ii) sell, reproduce, modify or attempt to modify the Materials in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose, including without limitation use of the Materials on any other web site, or otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any Materials, Content or Services on or available from the Site; (iii) transfer the Materials to any other person without the written consent of Astroff; (iv) print or copy any of the HTML or other computer programs that are accessible at the Site; (v) use the Site in any manner that could damage, disable, overburden or impair the Site; (vi) interfere with the security of, or otherwise abuse, the Site or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked sites; (vii) disrupt or interfere with any other person's use or enjoyment of the Site or affiliated or linked sites; (viii) upload, post or otherwise transmit on the Site any Content that would negatively affect the functioning of the Site, including without limitation computer viruses, Trojan horses, worms or other harmful, disruptive or destructive files or computer programs or that imposes an unreasonable or disproportionately large load on the Site's infrastructure; (ix) use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Site or the Materials in whole or in part; (x) use or attempt to use another's account, password, service, system or other information without prior written authorization from Astroff; (xi) create or use a false identity on the Site; (xii) insert your own or a third party's advertising, branding or other promotional content into any of the Site's Content, Materials or Services; (xiii) attempt to obtain unauthorized access to this Site or portions of the Site that are restricted from general access; (xiv) transmit on, to or from this Site spam, chain letters, junk mail or any other type of unsolicited mass e-mail; (xv) harvest or otherwise collect information about others, except for the sole stated purposes provided by the Site, including without limitation e-mail addresses, without their consent; or (xvi) register an e-mail address that you do not own or for which you do not have the express permission of the owner to register.
As the Site provides you with the capability to post certain Content to the Site, you may only do so for the lawful, stated purposes of the Site. You agree that in posting Content you will not, nor will you allow others to, directly or indirectly: (i) post any incomplete, false or inaccurate information; (ii) delete or revise any material posted by any other person or entity; (iii) post or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, or tortious or materials which infringe or violate any third party's copyright, trademark, trade secrets, privacy or other proprietary or property right or that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law; or (iv) impersonate any person or entity. You further agree that, at all times, your communications with Astroff staff, coaches, and consultants, whether in oral or written form, shall be respectful and that you shall refrain from uttering or transmitting any unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, or tortious communications whatsoever. Without limiting the generality of the foregoing, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of the Site, and that you will comply with all laws that apply or may apply to your use of or activities on the Site or in respect of the Content, Materials, and Services. Astroff will investigate occurrences which may involve such violations and may involve and, to the extent permitted by law, co-operate with, law enforcement authorities in prosecuting users who are involved in such violations.
You agree to not recruit, solicit or, contact any coaches/consultants you use through Services offered on the Site. You understand and agree that any improper or unauthorized use the Site, the Content or the Services may result in the immediate suspension or termination of your access to or use of the Site, the Content or the Services, or all of them, without notice, and that Astroff’s exercise of any suspension or termination rights, or both, shall be without prejudice to any other rights or remedies available to it hereunder, at law or in equity.
Astroff reserves the right at all times to disclose any Content provided by you as necessary to satisfy any law, regulation or governmental request, or to edit, refuse to post or remove any Content, in whole or in part, that in Astroff's sole discretion is objectionable or in violation of these Terms and Conditions.
5. Registration and Password
Where the Site provides you with the capability to log in, you are responsible for maintaining the confidentiality of your registration information and password. You shall be responsible for all uses of your registration, whether or not authorized by you, and for keeping your registration information up to date. You agree to immediately notify Astroff of any unauthorized use of your registration or password. You may not transfer your account (including your username or password or access to Services) to another person and you may not use anyone else's account at any time.
If you provide us with your email address, you agree to receive email messages from us. Our emails may relate to the Services or other services we offer, or may contain administrative notices and service announcements or changes, or information concerning offers or promotions. If you provide us with your mobile phone number, you agree to receive SMS or text messages on your mobile phone. Any charges relating to or arising from your receipt of such messages are your responsibility.
7. Your Additional Responsibilities and Additional Limitations
8. Astroff’s Objectives
Astroff’s objective is to work with you to enhance your opportunity to secure admission to the university program(s) based on the information you provide to us. While Astroff will endeavor to assist you to gain admission, admissions decisions are the purview and within the sole discretion of the academic or professional institutions. We are not affiliated with any university, college, or with CASPer®/standardized or any other test administrators or assessment systems. While we endeavor to assist you to gain admission, we bear no responsibility for the final decision that the institutions make, including their evaluations of application files, CASPer® and interview performance, and admission or other decisions made. Astroff has designed its simulations, courses, coaching sessions, and supplementary material using extensive research from publicly available sources. However, there will be differences between Astroff’s coaching sessions, preparation materials and tools and the actual assessment tools (such as CASPer® and interviews). Astroff’s simulations and preparation materials / sessions are for training purposes only.
9. Services, including courses, simulations, and so forth
Information regarding Astroff’s fees for Services is provided herein and appears elsewhere on the Site. Our Services may allow clients to be connected with coaches/consultants for one-on-one and/or group sessions and online course material.
(i) Types of Services
Review of documents / Scoring of responses:
Astroff’s range of fees for document review services can be found on the Site. In certain cases, Astroff will provide you with a quote on your specific draft document before undertaking any work. Once Astroff receives payment, Astroff will begin to review the document. Any additional Services requested or reviews of additional drafts will be charged based on the actual time incurred at Astroff’s then-current charge-out rate per hour, unless otherwise agreed to with you in writing. If the scope of the project changes and further work is required, Astroff will consult with you before proceeding.
Any document review service purchased can be refunded by emailing your refund request to firstname.lastname@example.org within 7 days of payment as long as Astroff has not performed any work related to the service purchased. Once a document has been submitted by you for review, Astroff cannot provide a refund. A document submitted for review is considered "locked" and Astroff will not accept modifications on this document or change requests until Astroff’s review is complete. Once Astroff’s review is complete, we will email the revised document with Microsoft Word® “track changes” with suggestions and next steps we recommended you take to improve the quality of the document.
Where a review of a second draft of a document is offered as part of the document review service purchased, there is a limit of one (1) per service item purchased. Where a complimentary phone call is offered as part of the document review service purchased, there is a limit of one (1) per service item purchased.
Online courses purchased can be accessed using your computer with Internet access. Within one hour of purchase, you will be emailed the instructions with how to access the course purchased. The course can be watched as often as you like for a period of four (4) months from the date when payment is received by Astroff. Any course purchased can be refunded by emailing your refund request to email@example.com within 7 days of payment as long as you have not logged into the course (and if the course was purchased as part of a bundle/package of Services, that you have not logged into any of the items purchased). After 7 days of receipt of payment, any course that you have not used within four (4) months is not available for refund.
Simulations (e.g. Simulated CASPer® Test):
Online simulations purchased can be completed using your computer with Internet access. Within one hour of purchase, you will be emailed the instructions with how to access the simulation purchased. Each online simulation can only be completed once. Any online simulation purchased can be refunded by emailing your refund request to firstname.lastname@example.org within 7 days of payment as long as you have not logged into the simulation (and if the simulation was purchased as part of a bundle/package of Services, that you have not logged into any of the items purchased). The availability of the simulations will expire in four (4) months. After 7 days of receipt of payment, any simulation that you have not used within four (4) months is not available for refund.
Coaching sessions (e.g. Academic Planning, Brainstorming Session, CASPer® Feedback Session, Strategy Session, Mock Interview):
For coaching sessions purchased, you will be matched with a coach and the session will be conducted either in-person at our office at 4711 Yonge Street, Toronto, Ontario or online using GoToMeeting or similar videoconference tool using your computer requiring Internet and webcam access. The assigned coach, location of session and timing of the appointment depends on availability. Once a coaching session has been booked, Astroff will begin preparing for that session. You may submit materials for Astroff’s review prior to the session. Once material has been submitted by you for Astroff’s review, no refund will be provided related to work Astroff has already performed. Material submitted for review is considered "locked" and Astroff will not accept modifications on any document or change requests until our review is complete. Any unused coaching session purchased can be refunded by emailing your refund request to email@example.com within 7 days of payment as long as Astroff has not performed any work related to the service purchased.
If you purchase a coaching session and Astroff is unable to accommodate your request for an appointment, you will be provided, on demand, with a refund relating to any unused portion of such appointment. You must use any paid coaching sessions within one year of your purchase of the same.
(ii) Scheduled appointments
You must arrive for your appointment no later than 15 minutes prior to your stated appointment time. If you are late for your appointment, Astroff will seek to accommodate you; however, Astroff adheres to a strict schedule and cannot guarantee that you will be able to make up any missed time.
If your scheduled appointment is to be conducted via videoconference, it is your responsibility to ensure that you secure a location for that appointment that has a quiet atmosphere with a strong, secure and reliable internet connection. You must also ensure that you have a phone available on hand. Astroff cannot assume any liability and will not provide refunds for internet connectivity or phone service failures or interruptions, unless the same are caused by Astroff.
(iii) Cancellation policy for appointments
Astroff will be happy to reschedule your appointment if you provide your request in writing (by email to firstname.lastname@example.org) at least 72 hours prior to your scheduled appointment. Requests for appointment rescheduling within 72 hours of your scheduled appointment time are subject to a $100.00 cancellation fee (and may be rescheduled subject to Astroff availability). There are no refunds on missed appointments. Missed appointments are charged at the full price relating to that appointment.
10. Payment, billing, and cancellation policy
We accept payment by Visa, MasterCard and PayPal. You agree to pay all fees, plus applicable federal, provincial, state and local retail sales and/or value added taxes, for any purchase of Materials or Services you make at the time of your online order. Unless otherwise expressly indicated, all prices appearing at the Site and charged to you are in Canadian Dollars. If your payment method is declined and you receive the Materials or Services, you agree to pay all amounts due upon demand by us. If you have not yet received the Materials or Services, Astroff will cancel your order. Certain Materials and Services that you purchase and/or download on or through the Site may be subject to additional terms and conditions presented to you at the time of such purchase or download. When you select any Materials or Services for purchase, we immediately charge the applicable fee, plus applicable taxes, to your Visa, MasterCard, PayPal account, and deposit into your account the number of sessions or other Materials or Services that correspond to your purchase. You agree to pay all fees, applicable taxes and other charges incurred in connection with your account at the rates in effect when the charges were incurred. You agree to pay all amounts due upon our demand. In the event that Astroff requests a third party to collect unpaid amounts that you owe Astroff, you will be liable for attorneys' and/or collection agency fees. All overdue amounts owed by you to Astroff shall bear interest at the lesser of 1.0% compounded monthly (or 13.41% per annum), and the maximum lawful interest rate permitted under applicable law. Such interest shall accrue on the balance of unpaid amounts from time to time outstanding from the date on which portions of such amounts become due and owing until payment thereof in full.
11. Proprietary Rights and Confidentiality
Astroff and its licensors own all right, title and interest in and to the Site and all Materials, including the look and feel, design and organization of the Site.
Limited License and Copyright. The Site, including all Materials, is protected by Canadian and worldwide copyright laws and treaty provisions. You agree to comply with all copyright laws worldwide in your use of the Site and that you shall not engage in or permit the unauthorized reproduction, copying, distribution, retransmission or use, in whole or in part, of the Materials. Except as expressly provided herein, no express or implied right or license is granted to you hereunder, including without limitation, any right or license to any patents, trademarks, copyrights, or trade secrets of Astroff.
Trademarks. The Services names, company names and logos used on the Site are trademarks, including registered and common law trademarks, of Astroff or its licensors. Such Services names, company names and logos of Astroff may not be copied, imitated or used, in whole or in part, without the prior written consent of Astroff. Other Services and company names mentioned on the Site may be the trademarks of their respective owners.
Reservation of Rights. Astroff's Services, methods, and processes may be covered by one or more patents or other statutory intellectual property rights, and are subject to trade secret and other proprietary rights. Astroff reserves all such rights.
Software. Any software, as well any files, images generated by such software, code and data accompanying such software ("Software"), used or accessible through the Site are the copyrighted work of Astroff or its licensors. Unless provided for elsewhere, you are licensed to use the Software on a non-exclusive basis for the purposes expressly stated on this Site. Except as permitted by law, you may not use the Software for any other purpose or attempt to decipher, decompile, disassemble or reverse engineer any of the Software comprising or in any way available on or making up a part of the Site.
Confidentiality. You acknowledge that all non-public information of Astroff, its licensors and its agents, including without limitation the non-public portions of the Site, the Materials, the Submitted Materials, and the Software, and all related documentation, all underlying ideas, algorithms, concepts, procedures, processes, principles, know-how, methods of operation, survey information, sample interview and other questions, coaching information, preparation materials and tools, assessment tools (such as our Simulated CASPer® and mock interviews), and the fees charged to you hereunder are the trade secrets, confidential information and proprietary information of Astroff and/or its licensors and agents (collectively referred to as “Confidential Information”). You agree that you will not use such Confidential Information for any purpose other than as explicitly provided hereunder. You shall take all necessary efforts to protect and safeguard such Confidential Information and keep it confidential, and in any event you shall use no less effort to keep the Confidential Information confidential than you use to protect your own confidential information. Except as described in this Agreement, you agree not to use, duplicate, disclose or distribute any Confidential Information, directly or indirectly, to any unauthorized person without the prior written consent of Astroff.
12. Links and Third-Party Content
Certain links on the Site may take you to other web sites. Astroff provides these links only as a convenience. These linked sites are not necessarily under the control of Astroff. If you use these sites, you will leave the Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Astroff is not responsible for the contents of any such linked page or any other page not under its control. Astroff makes no representation or warranty regarding, and does not endorse, any linked web sites, the information appearing thereon or any of the products or services described therein. Links do not imply that Astroff sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Astroff.
13. Linking Agreement
Astroff welcomes links to the Sites Astroff controls. If you want to link to the Site Astroff controls, you may do so, provided you agree to the link conditions ("Link Conditions") described below. By establishing a link to the Site, you will be deemed to have agreed to these Link Conditions: (i) If you link to the Site, Astroff grants you a limited, non-exclusive, non-transferable, royalty-free, terminable license to use the Astroff trademark and Internet icons, if available, ("Licensed Marks") solely for the purpose of serving as a link from your web site to the Site. You agree that any links to the Sites Astroff controls shall open in a new browser window and shall link to the full version of the HTML formatted homepage of the Site being linked. Except for the limited license to use the Licensed Marks granted in this paragraph, you may not use any of Astroff's or any third-party’s trademarks or service marks ("Marks") for any reason without Astroff's prior written permission. (ii) You acknowledge that all rights to the Marks, the content appearing on the Site pages ("Web Pages") and the "look and feel" of the Web Pages belong to Astroff or third parties. You will not at any time directly or indirectly contest or infringe these rights; (iii) If you link to the Site, your web site: may not create frames around any part of the Site or use other techniques that alter the visual presentation of the Site; may not imply that Astroff is endorsing you or your products or services; may not imply an affiliation between you and Astroff without the prior written consent of Astroff; may not misrepresent your relationship with Astroff or present false or misleading impressions about Astroff's Services; and may not contain materials that may be interpreted as distasteful or offensive and should be appropriate for all age groups; may not link directly to an image hosted on the Sites Astroff controls. (iv) Astroff shall have no responsibility or liability for any content appearing on your web site; and (v) Astroff may at any time, in its sole discretion, immediately terminate your license to use the Licensed Marks and your right to link to the Site, with or without cause. If Astroff exercises this right, you will immediately remove all links to the Site and cease using the Licensed Marks. Astroff may amend these Link Conditions at any time. You agree to abide by these Link Conditions and other legal terms and conditions on the Site, as amended from time to time.
14. Public Forums and Monitoring/Editorial Control
Your access to and use of the messaging and chat services, bulletin and message boards, blogs, forums and other such Services available on or through the Site are subject to the following provisions and any other rules that Astroff may post in connection with a particular Service from time to time, including the following:
(a) You will not upload, post, transmit, distribute or otherwise publish through the Site or any Service or feature made available on or through the Site, any materials which (i) restrict or inhibit any other user from using and enjoying the Site or the Site's Services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, pedophilic, profane, sexually explicit or indecent, (iii) violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact.
(b) You acknowledge that it is your responsibility to be careful and selective about the personal information that you disclose about yourself and others, and, in particular, you should not disclose sensitive, proprietary or confidential information in your comments to our public forums.
(c) Astroff reserves the right, but does not have any obligation, to (i) monitor and/or review all materials posted to the Site or through the Site's Services or features by users or (ii) refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable, violate these Terms and Conditions, or violate applicable law.
(d) Astroff may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if Astroff believes you are in breach of these Terms and Conditions or applicable law, or for any other reason without notice or liability.
Astroff provides no uptime, reliability or availability covenants, guarantees, representations or warranties of any nature to you whatsoever. You understand and agree that your access to and use of the Site and Services may be periodically interrupted or disrupted due to causes beyond Astroff’s control, and the Site and Services may be unavailable from time to time for any reason, including without limitation for regular maintenance and upgrade work. If you encounter technical difficulties, please email us at: email@example.com. We will seek to resolve your issue within 48-72 hours of receipt of your email.
You acknowledge that any use of or reliance on the Site, the Materials, or any Services shall be at your sole risk. Astroff makes no representation or warranty of any kind regarding the Site and/or the Materials and/or the Services, all of which are provided on an "AS IS" basis. ASTROFF EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ASTROFF DOES NOT WARRANT THAT THIS SITE WILL CONTINUE TO OPERATE, OPERATE WITHOUT INTERRUPTIONS OR THAT IT WILL BE ERROR-FREE.
Information provided on the Site with a byline, identification of publication source, or any other sort of third-party identifier, is provided by third parties on an "As Is" basis, and Astroff does not review it. Astroff and its third-party consultants/coaches do not warrant or guarantee the truth, accuracy or completeness of this information. No lawyer-client, advisory, fiduciary or other relationship is created by accessing or otherwise using the Site.
Because user authentication on the Internet is difficult, Astroff cannot and does not confirm that each user is who they claim to be. Because we do not and cannot be involved in user-to-user dealings or control the behaviour of participants on the Site, in the event that you have a dispute with one or more users, you release Astroff (and our agents and employees) from all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Astroff is under no legal obligation to, and generally does not, control the Content provided by other users which is made available through the Site. By its very nature, other people's information may be offensive, harmful or inaccurate, and in some cases will be mislabelled or deceptively labelled. Astroff does not guarantee and makes no representations or warranties as to the truthfulness, accuracy, reliability, currency, veracity or completeness of the Materials, or about the results to be obtained using the Materials. The use of the Site and the Materials is at your own risk. Changes are periodically made to the Site and may be made at any time.
The Site contains materials, data, information provided, posted or offered by third parties, including third party provided content such as from coaches under Services, advertisements and user content. You agree that Astroff shall have no liability whatsoever for any such third-party material, data or information. Without limiting the generality of the foregoing, you acknowledge that the Indemnitees (as defined in Section 17) shall have no liability for or in connection with any Content or any third-party provided content posted, transmitted, exchanged or received by or on behalf of any user or other person on or through the Site.
17. Limitation of Liability
YOU AGREE THAT ASTROFF, ITS AFFILIATES, ITS THIRD PARTY LICENSORS, AND ALL OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ANY ASTROFF COACHES AND CONSULTANTS (COLLECTIVELY, “INDEMNITEES”) WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS, LOSS OF REVENUE), ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITE, THE MATERIALS, ANY CONTENT PROVIDED OR FURNISHED, OR ANY LINKED WEBSITE OF A THIRD PARTY, EVEN IF THE INDEMNITEES OR ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. In any event, you agree that the Indemnitees’ aggregate liability for damages of every nature whatsoever shall be limited to CDN$100.00.
The limitations of liability and disclaimers in these Terms and Conditions apply regardless of the form of action, whether in contract, warranty, civil liability, delict, quasi-delict, strict liability, negligence, or other tort and shall survive a fundamental breach or breaches, or the failure of the essential purpose of contract or the failure of an exclusive remedy. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the foregoing limitations may not apply to certain users to the extent required by applicable law.
You agree to defend, indemnify and hold harmless the Indemnitees from and against any and all claims, actions, proceedings and demands of every nature, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Site and the Materials, any Content you place on the Site, or your breach or violation of any applicable laws or of these Terms and Conditions.
19. Choice of law
The Site is controlled, operated, and administered by Astroff from its offices within Canada. Astroff makes no representation or warranty that materials at the Site are appropriate or available for use at any locations outside Canada. If you access the Site from outside Canada, you are responsible for compliance with all local law. You may not export any of the Materials or Software accessible through the Site in violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, and the federal laws of Canada applicable thereto, without reference to its conflict of laws principles, except where prohibited by mandatory provisions of the laws applicable in your jurisdiction. Except in respect of any matter relating to the enforcement of intellectual property rights and protection of confidential information and unless otherwise prohibited by mandatory provisions of the laws applicable in your jurisdiction, the parties agree that any dispute arising out of or related to these Terms and Conditions shall be commenced and settled by arbitration in the City of Toronto, Ontario, Canada pursuant to Section 20 below. For the purposes stated under Section 20, each party hereby agrees to submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada and to waive any objections based upon venue in any such action, suit or proceeding. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
20. Dispute Resolution
Except to the extent prohibited by mandatory provisions of the laws applicable in your jurisdiction, all disputes arising out of these Terms and Conditions, its performance, breach, enforcement, existence or validity, including any failure of the parties to reach agreement with respect to matters provided for in these Terms and Conditions and all matters of dispute relating to the rights and obligations of the parties which cannot be amicably resolved, even if only one of the parties declares that there is a difference, will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in the City of Toronto, Ontario, Canada, in English, and governed by arbitration legislation in force from time to time in the Province of Ontario, Canada. You understand that this constitutes an arbitration agreement as that term is defined under Ontario law, and that, among other things, your rights will be determined by a neutral arbitrator, and not a judge or jury. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and who is independent of either party. YOU ALSO UNDERSTAND THAT BY AGREEING TO THESE TERMS AND CONDITIONS YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. In respect of any enforcement of intellectual property rights and protection of confidential information or where, pursuant to the mandatory provisions of the laws applicable in your jurisdiction, the foregoing arbitration and waiver of class action proceeding provisions do not apply, the parties agree to submit any dispute arising out of or related to these Terms and Conditions to the exclusive jurisdiction of the courts of the Province of Ontario, Canada and to waive any objections based upon venue in any such action, suit or proceeding.
21. Copyright infringement notices
Should you believe that any of your work has been copied and posted on the Site in a manner that constitutes copyright infringement, you must furnish Astroff with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site (and such description must be reasonably sufficient to enable Astroff to find the alleged infringing material); (iv) your address, telephone number and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Notice of claims of copyright infringement should be provided to Astroff at firstname.lastname@example.org or the following address: Astroff Consultants Inc., 4711 Yonge Street, 10th floor, Toronto, Ontario, Canada M2N 6K8. Among other remedies that Astroff may exercise if appropriate, it reserves the right to terminate the accounts of any infringers.
22. Events beyond Astroff’s control
Astroff will have no liability or responsibility to you for any breach or violation of these Terms and Conditions or any other agreements with you due to or arising out events beyond its reasonable control and without its fault or negligence, including but not limited to: (i) war (whether declared or not), armed conflict or the serious threat of same (including but not limited to hostile attack, blockade, military embargo), hostilities, invasion, act of a foreign enemy, extensive military mobilisation; (ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience; (iii) act of terrorism, sabotage, kidnapping or piracy; (iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalisation; (v) act of God, plague, epidemic, natural disaster such as but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought; (vi) explosion, fire, destruction of machines, equipment, factories and of any kind of installation, interruption or break-down of transport, telecommunication or electric current; and (vii) general labour disturbance such as but not limited to boycott, strike and lock-out, go-slow, occupation of premises.
25. Contact Us
If you wish to contact us, please visit our contact us page or contact us using the information below.
Astroff Consultants Inc.
4711 Yonge Street, 10th Floor
Toronto, Ontario Canada M2N 6K8
Phone number: 1-855-929-6110
©Astroff Consultants Inc. 2019. All rights reserved.