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Terms and Conditions of Use

YOU MUST READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING AND/OR USING ANY PART OF THE WEB-BASED ONTARIO ADOPTION MATCHING PLATFORM (THE “SERVICES”) PROVIDED BY ONTARIO ADOPTION MATCHING INC., A COMPANY INCORPORATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO (“OAM”; “US”; “OUR”; “WE”).

1. Acceptance of Terms

1.1.

You agree to access and use the Services made available to you by OAM solely in accordance with this terms and conditions of use agreement (the “Agreement”). By accessing and/or using the Services, You affirm that You are entering into a legally binding contract, which consists of all terms and conditions of use of this Agreement, with OAM, individually and on behalf of all other persons and entities for whom/which You act or purport to act (“You”; “Your”; “User”).  OAM and User will herein singularly be referred to as “Party” or collectively as “Parties” to this Agreement.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES.

1.2.

OAM provides an adoption information and social networking platform to the Ontario adoption community that allows prospective adoptive parents and birth parents to access various resources and facilitate connection through posting unique user profiles, in addition to any other services it may provide from time to time.

1.3.

This Agreement shall govern Your access and use of the Services, any associated upgrades, patches, updates, as well as accounts and passwords. All terms relating to the use of the Services included on the landing page, signup page or on any other page of the Services are hereby incorporated into this Agreement, and in turn, all terms that are defined therein shall be ascribed, for the purpose of this Agreement, the respective meaning ascribed to them within the applicable pages, except as otherwise defined herein below.

1.4.

This Agreement is subject to change by OAM in its sole discretion at any time. Please check the OAM website at www.ontarioadoptionmatching.com (the “Website”) regularly to view the most current version of this Agreement.

If you have any questions about this Agreement or the Services, please contact Us at info@ontarioadoptionmatching.com. 

2. Intellectual Property and Licenses

2.1. Definitions

2.1.1."Intellectual Property” shall mean any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, trade secrets, know-hows, scientific formulae, data, information, reports, results, analysis, software, coding, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks, trade dress, goodwill, copyright  and includes any and all related rights, patents, patent rights, patent applications, trademark applications and registrations, and copyright registrations.

‍2.1.2. “Services Content” shall mean all Intellectual Property and all content displayed on or otherwise relating to the Services, including but not limited to the overall interface, images, graphics, inscriptions, audio, video, music, text, accompanying documentation, colors, the backend, meta-data, software code, source code, object code, logos, symbols, slogans, the selection and arrangement of content, and the structure and overall look and feel. The Services Content does not include the User Content.

‍2.1.3. “User Content” shall mean all data, documents and other content that is uploaded or inputted to the Services by a third-party user of the Services through a user account. User Content includes, without limitation, images and videos, adoption preferences, certification and documentation, profile information, testimonials, and references.

2.2. Rights in the Services Content.

OAM is the exclusive owner of the right title and interest in and to the Services Content and is a licensee to the User Content. Other than as expressly permitted herein, OAM does not grant You any express or implied permission to use the Services, the Services Content, or the User Content. You shall not take any step, by act or omission, that would violate OAM’s rights in the Services Content, including its Intellectual Property rights. This includes, but is not limited to, any unauthorized copying, transmitting, modification, creation of derivative works based on, loaning, selling, assigning, or reverse engineering of the Services or the Services Content. You agree not to use any data mining, robots, or similar data and/or gathering and extraction methods in connection with the Services. You shall not infringe or otherwise violate any Intellectual Property right associated with the Services Content. 

2.3. Limited User License.

Subject to this Agreement, OAM grants You a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, and revocable right to access and use the Services, inclusive of the Services Content and the User Content (the “User License”) for the strict purpose of creating a user adoption profile, inclusive of uploading photos and/or videos; engaging with profile writing and editing services; browsing adoption profiles; and using the support resources available to members (“Permitted Uses”). You shall not attempt any access or use to any part of the Services beyond those clearly and unequivocally authorized and intended by OAM. Your use and access to the Services is subject to all applicable laws.

2.4. Rights in the User Content.

Subject to this Agreement and the Privacy Policy, You retain all rights in and to all User Content You upload or otherwise input to the Services (“Uploaded User Content”).

2.5. Warranty and License to User Content.

With respect to the Uploaded User Content, You represent and warrant that (i) You have all necessary rights to input the Uploaded User Content into the Services and to grant the license set forth herein; (ii) OAM will not be required to seek any additional license, permissions or pay any royalty to any third party with respect to the Uploaded User Content; (iii) the Uploaded User Content does not infringe or violate any third party’s rights, inclusive of property, intellectual property or privacy rights; and (iv) the Uploaded Content complies with this Agreement and all applicable laws.

2.6. Limited License to Uploaded User Content.

By uploading or otherwise inputting the Uploaded User Content to the Services, You grant OAM a limited, worldwide, non-exclusive, royalty-free license to the Uploaded User Content, including the right to replicate, transmit, distribute, make derivative works from the Uploaded User Content for the purpose of making the Uploaded User Content Available to other users of the Services (the “Uploaded User Content License”). The Uploaded User Content License will continue unless and until You remove the Uploaded User Content from the Services, in which case the Uploaded User Content License will terminate within a commercially reasonable period of time. Without limiting the foregoing, the Uploaded User Content License shall continue indefinitely with respect to legal and archival purposes.  Other than as specified herein, OAM shall not acquire any ownership interest in the Uploaded User Content. 

2.7. Limitation of Liability for User Content.

The User Content uploaded or inputted by users of the Services, including but not limited to adoption preferences, certification and documentation, profile information, testimonials, and references, is solely the responsibility of the respective users. OAM does not endorse, guarantee, or warrant the accuracy, completeness, legality, or quality of any User Content or for any information that is subsequently offered by any prospective adoptive parents. OAM does not guarantee that any prospective adoptive parents will make suitable parents and disclaims any liability resulting from an expectant mother selecting adoptive parents in association with the Services. To the maximum extent permitted by applicable law, OAM shall not be liable for any damages, losses, or claims arising out of or in connection with the User Content. OAM disclaims all warranties, whether express or implied, regarding the User Content, including but not limited to warranties of accuracy, reliability, fitness for a particular purpose, and non-infringement.

You expressly agree to release OAM from any and all liability related to the User Content. OAM shall not be responsible for any harm, injury, or damages resulting from the use of or reliance on the User Content, including any errors, omissions, or inaccuracies therein. You are solely responsible for evaluating and verifying the accuracy, reliability, and suitability of the User Content. OAM recommends that You exercise caution and undertake Your own independent investigations and assessments before making any decisions or taking any actions based on the User Content. 

2.8. Reserved Rights.

OAM reserves the right to remove any Uploaded User Content that it deems inappropriate or illegal.

2.9. Violation of Services Content Intellectual Property.

We take the protection of Our Intellectual Property rights seriously and will not hesitate to commence legal action in the case of infringement of OAM’s Intellectual Property. If You become aware of any suspected violation of the Intellectual Property associated with the Services by any third party, please notify Us at info@ontarioadoptionmatching.com.

3. Restrictions and Limitations

3.1. Restrictions on Use.

You shall not use the Services for any purpose beyond the scope of Permitted Uses. Without limiting the generality of the foregoing, You shall not at any time, directly or indirectly:

  • copy, modify, or create derivative works of any component of the Services or the Services Content, in whole or in part; 
  • rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or any associated content; 
  • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part, including any activity that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services; 
  • remove any proprietary notices from the Services; 
  • post any User Content that is sexual, violent, or otherwise offensive;
  • post links to any sexual, violent, or otherwise offensive content;
  • provide public access to personal of identifiable information about another user;
  • use the Services in any manner or for any purpose that infringes, misappropriates, depreciates the goodwill of any OAM trademarks, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; 
  • use the Services for the purpose of developing a product or service that may be competitive with the Services;
  • engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
  • use or attempt to use another account without authorization from that user or OAM;
  • to impersonate another person or user or allow any other person or entity to use Your user profile to post or view comments;
  • use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
  • attempt to circumvent any technological protection measure or content-filtering technique employed in the Services or attempt to access any feature or area of the Services that You are not authorized to access;
  • develop or use any third-party applications that interact with the Services without Our prior written consent, including any scripts designed to scrape or extract data from the Services; 
  • perform or attempt to perform any actions that would interfere with the proper working of the Services;
  • prevent access to or the use of the Services by OAM or its users; and
  • use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates this Agreement.
3.2. Protecting Account Access.

To facilitate the access and use of the Services, We shall provide You with the necessary means to register for an account with which to access the Services. You agree to keep all account information up to date. You shall not permit or otherwise enable any other person or entity to use Your username or password to access/use any part of the Services, unless expressly authorized by OAM.  You must promptly notify Us of any known or suspected unauthorized use of or access to Your account.

3.3. Suspension of Use.

Notwithstanding anything to the contrary in this Agreement, We may temporarily or permanently suspend Your access to some or all of the Services, without notice, for any reason. For greater certainty, and without limiting the foregoing, Your account will be immediately suspended if it is linked to any suspected: 

(a) threat or attack on any Intellectual Property related to the Services;

(b) security risk; 

(c) fraudulent or illegal activities; 

(d) prohibition under applicable law; or

(e) breach of this Agreement.

3.4. Reserved Rights

3.4.1. We reserve all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any Intellectual Property rights or other right, title, or interest to any of OAM’s Intellectual Property. We reserve the right at any time to alter the price, features, specifications, capabilities, functions, terms, release dates, general availability, or other characteristics of the Services. Updates, upgrades, patches, and modifications may be necessary to continue to use the Services on certain hardware.

3.4.2. OAM may replace or discontinue the Services or any part thereof at any time, for any reason, with or without notice, at OAM’s sole discretion.

4. Usage Data and Privacy

4.1. Usage data.

Notwithstanding anything to the contrary in this Agreement, We may monitor Your use of the Services and collect and compile data related to such use (“Usage Data”). All rights, titles, and interests in Usage Data, and all Intellectual Property rights therein, belong to and are retained solely by Us. You acknowledge that We may compile Usage Data input into the Services. You agree that We may: (i) make Usage Data publicly available in compliance with applicable law; and (ii) use Usage Data to the extent and in the manner permitted under applicable law, provided that such Usage Data do not identify Your Personal Information as defined in the Privacy Policy. All information We collect, including Usage Data, will be collected and used in accordance with Our Privacy Policy.

4.2. Privacy.

Your privacy is important to Us and Our privacy policy (available at ontarioadoptionmatching.ca/privacy-policy) (the “Privacy Policy”) forms an integral part of this Agreement. By accessing and using the Services, You agree to accept the terms of the Privacy Policy. We reserve the right to amend the Privacy Policy from time to time. If you disagree with any part of the Privacy Policy, you must immediately stop using the Services. You must review the Privacy Policy carefully prior to Your use and/or access of the Services

4.3. Notice and Consent to Electronic Communications.

By accessing or using the Services, You consent to receive electronic communications from OAM (e.g., responses to Your requests, questions and feedback, announcements, updates, and security alerts through a push notification or by posting notices on the Services). You agree that any notices, agreements, disclosures, or other communications that We send to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

4.4. Consent to be Contacted by Phone Number.

‍By providing Your phone number and using the Services, You hereby affirmatively and expressly consent to use of Your phone number for calls and text message notifications, as applicable, by OAM or from other users in order to: (i) facilitate the operation of the Services; (ii) provide You with information and reminders regarding Your membership, user profile, and any changes or updates to the Services; and (iii) allow You to communicate with other users of the Services. These calls and texts may include, among other things, and/or in follow up to any push notifications delivered through our mobile application. OAM will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from OAM by modifying Your account settings on the Websites or Services or by emailing info@ontarioadoptionmatching.com  and specifying you want to opt-out of texts. You may opt-out of receiving calls in connection to the Services by stating that you no longer wish to receive calls during any call with us, or by emailing info@ontarioadoptionmatching.com and specifying you want to opt-out of calls. You understand that we may send You a text or email confirming such opt-out. Opting out of such correspondence may impact Your ability to use the Services.

4.5. Feedback.

If You send or transmit any communications or materials to Us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), We may use any Feedback that You voluntarily provide in connection with Your use of the Services as part of Our business operations irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to OAM on Your behalf, all right, title, and interest in, and OAM is free to use, without any attribution or compensation to any Party, any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained in the Feedback, for any purpose whatsoever, although OAM is not required to use any Feedback.

4.6. Personal Information and Privacy.

We respect the privacy rights of any Personal Information provided by the User in accordance with applicable Canadian laws, including the Personal Information Protection and Electronic Documents Act. The specific policies and safeguards in place to protect Your Personal Information are detailed in the Privacy Policy. 

4.7. No Back up or Storage.

OAM does not provide a backup service and You agree that You will not rely on the Services for the purposes of backup or storage. OAM will not be liable to You for any modification, suspension, or discontinuation of the Services, or the loss of any information stored within the Services.

4.8. No transfer of ownership.

Except as expressly described herein, nothing in this Agreement transfers ownership in or grants any license to any Intellectual Property rights in the Services. We retain ownership of the Services Content, Usage Data, Feedback, and any subsequent copies thereof, regardless of form or media.

5. International Users

Although the Services may be accessible worldwide, OAM makes no representation that the materials and/or content made available in connection with the Services are appropriate or available for use in locations outside of Ontario, Canada and accessing them from jurisdictions where their contents are illegal is prohibited. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited. Notwithstanding the foregoing, the Services may be available on a localized basis to Users located in certain countries outside of Canada. 

BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE APPLICATION. 

6. Payment

6.1. Payment Provider.

‍Payment for a membership to the Services will be facilitated through a third-party payment provider as selected by OAM. By obtaining a membership subscription to the Services, You agree to comply with the terms and conditions of the Payment Provider, including any fees or charges associated with the payment processing. OAM shall not be responsible for any issues or disputes arising from the use of the Payment Provider. Any payments made through the Payment Provider shall be considered as payment received by OAM for the services provided in connection with the platform. OAM reserves the right to change the Payment Provider at its sole discretion, provided that any such change shall not affect Your payment obligations under this Agreement.

6.2. Membership Subscription.

Membership fees are billed in advance on a recurring basis, as confirmed by the User at the time of purchase. Your membership will automatically renew at the end of each billing cycle unless You cancel your membership by the indicated date through your account settings. You will be charged the same amount for each billing cycle.

6.3. Cancellation.

Subject to the autorenewal requirements in the above section 6.2, You may cancel your membership at any time by navigating to Your account settings. Unless otherwise stated in writing by OAM, any fees paid or due to OAM are non-refundable. Upon termination, Your account will be deactivated, and You will no longer have access to the Services provided by OAM. Termination of Your account for any reason does not relieve You of any payment obligations that may have arisen prior to such termination.

6.4. Reserved Rights.

OAM reserves the right to change its prices, fees, or billing methods at any time. We will provide timely notice of any such changes. It is Your responsibility to review the payment terms each time You purchase or renew a membership. If You do not agree to any changes, You should cancel Your membership.

7. User Representations and Warranties

All Users represent and warrant that:

  • You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions, including any documents incorporated by reference, of this Agreement;
  • You will act professionally and responsibly in Your interactions with other users;
  • You will use Your real name;
  • You are an Ontario resident;
  • When using or accessing the Services, You will act in accordance with all applicable local, provincial, national, or international law or custom and in good faith;
  • You will respect the privacy (including without limitation private, family and home life), property, and data protection rights of other users and will not record (whether video or audio or otherwise) any user without the prior written consent of the relevant user, as applicable;
  • You agree to use the OAM Services in a manner consistent with any and all applicable laws and regulations and primarily for the purpose of facilitating a lawful adoption process; and
  • All information You have or will provide to OAM in association with the Services, including but not limited to Your User Content, Uploaded User Content, and personal information, as applicable, is accurate, complete, up to date, and true to the best of your knowledge.

Birth parents additionally represent and warrant that:

  • You are at least 13 years of age.

Prospective adoptive parents additionally represent and warrant that:

  • You are at least 18 years of age;
  • You have satisfied all pre-adoption certification requirements in Ontario;
  • You have not been involved in any activity that would disqualify you from becoming an adoptive parent, including any criminal activity or child abuse; and
  • Any photos associated with Your profile are recent (within the last 2 years).

8. Disclaimers and Limitation of Liability

8.1. Disclaimers

8.1.1. Disclaimer of Warranties. You acknowledge that the Services are being provided AS IS and AS AVAILABLE WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. In addition, OAM does not represent or warrant that the Services are accurate, complete, reliable, current, or error-free, and has not been designed or written to meet Your individual requirements. A failure of any part or the whole of the Services to be suitable for a Your requirements will not give rise to any right or claim against OAM.

8.1.2. Software Errors You acknowledge that the Services in general are not error-free and agree that the existence of such errors will not constitute a breach of this Agreement.

‍8.1.3. Software Viruses. We do not warrant that the Services will be free from all known viruses, and You are solely responsible for virus scanning any software provided as part of the Services.

8.1.4. Acceptance of Risk. You acknowledge and agree that You access and use the Services at Your own discretion and risk, and that You will be solely responsible for any damage to Your hardware or any loss of data that results from such downloading, installing, or use of the Services.

‍8.1.5. Compatibility. To use the Services, You are required to have compatible hardware and Internet access. The Services are available for access and use on devices that meet the stipulated requirements at the time of access and use. We do not warrant that the Services will be compatible with specific hardware, including a particular computer or mobile device, of any given user.

8.1.6. Accuracy of User Content. OAM acts solely as a platform to facilitate the connection between prospective adoptive parents and birth parents. OAM does not participate in, nor does it have any control over, the interactions between users, including prospective adoptive and birth parents. We provide access to User Content for user convenience and informational purposes only. While We aim to facilitate reliable information and connections between users, We do not create, control, represent, or endorse the accuracy, completeness, or reliability of the User Content or any interaction between users through the Services. We expressly disclaim all warranties, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement concerning User Content. By using the Services, You bear all risks associated with the use of and/or reliance on User Content and you will not rely on them as a substitute for Your independent judgment or professional advice.

‍8.1.7. No Guarantee of Adoption. OAM is not an adoption agency, intermediary, or facilitator. We do not participate in or influence the adoption process directly. Our role is limited solely to providing a platform for communication and information sharing. We do not make decisions related to adoption, nor do We guarantee or ensure that an adoption will occur as a result of using our Services. Any decisions related to adoption, including but not limited to the selection of adoptive parents or birth parents, are solely the responsibility of the users involved. We do not endorse, recommend, or favor any users. The use of our Services does not guarantee that You will successfully adopt a child or place a child for adoption. We highly recommend that You seek independent professional advice before making any decisions related to adoption.

‍8.1.8. No Substitute for User Discretion. You acknowledge and agree that any interactions between users that occur outside of the Services are not governed by this Agreement, and OAM does not assume any responsibility or liability for such interactions. You are advised to exercise You own discretion and judgment when engaging in any interactions or communications with other users outside of the Services. OAM disclaims any liability for the actions, omissions, or conduct of any users, whether on or off the Services. Users agree to hold OAM harmless and indemnify OAM from any claims, damages, or liabilities arising out of or related to any interactions or communications that may be facilitated through Your use of the Services. OAM encourages users to report any inappropriate or concerning behavior encountered during such interactions to OAM for review and appropriate action.

‍8.1.9. Verification and screening. OAM undertakes certain user verification processes, including that prospective adoptive parents have completed all necessary steps to ensure that they can adopt in Ontario, proof of age, and proof of Ontario residency. Despite these verifications, please note that OAM does not conduct police checks or background checks on any users of the Services. As a User, You acknowledge and understand that while We verify certain information, We do not conduct comprehensive background checks. You agree that it is Your responsibility to conduct any further due diligence that may be required in relation to the adoption process.

8.1.9.1. As a prospective adoptive parent using the Services, You acknowledge and agree that it is Your sole responsibility to obtain and fulfill all requisite requirements, certifications, and screenings necessary for the adoption process in Ontario. This includes, but is not limited to, home studies, background checks, and any other pre-adoption requirements as mandated by applicable laws and regulations.

8.1.9.2. As a birth parent using the Services, You acknowledge and agree that it is Your sole responsibility to use Your discretion in determining the suitability of a prospective adoptive parent and to confirm any information provided in the User Content or by another user.

‍8.1.10. Links to Third-party Websites. You acknowledge and agree that the Services may contain links or references to third -party websites. OAM does not endorse or control these third-party websites and is not responsible for their content, privacy policies, or practices. You further acknowledge and agree that OAM shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any third-party websites. The inclusion of any link or reference to a third-party website does not imply endorsement by OAM. You are solely responsible for reviewing and complying with the terms and conditions and privacy policies of any third-party websites accessed through the Services.

8.2. Limitation of Liability

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES MEET YOUR REQUIREMENTS. YOU BEAR THE SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO THE FAILURE OF THE SERVICES TO MEET SUCH REQUIREMENTS.

IN NO EVENT WILL OAM BE LIABLE TO THE USER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OF THE PROPRIETARY SOFTWARE UNDER THIS AGREEMENT, EVEN IF OAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

UNDER NO CIRCUMSTANCES SHALL OAM, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE LICENSEE OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, OR USE OF THE APPLICATION, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR THE NEGLIGENCE OF OAM OR ANY OTHER PARTY, EVEN IF OAM IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS OAM ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of OAM or for any other matters in which liability cannot be excluded or limited under applicable law.

8.2.1. Limitation of Remedies and Damages. If, notwithstanding this Agreement, OAM is liable to You, then in no event will OAM’s aggregate liability arising out of or related to this Agreement under any legal or equitable theory for any and all claims, including breach of contract, tort (including negligence), strict liability, and otherwise relating to this Agreement or the Services furnished or to be furnished by OAM will, in any event, be absolutely limited to the total amount paid for the Services for the preceding twelve (12) months. You hereby discharge OAM from all liability in excess of this amount. 

‍8.2.2. Express and Implied Conditions. Unless this Agreement expressly provides otherwise, to the maximum extent permitted by law, all express and implied conditions, warranties, or liabilities (including liability as to negligence) regarding the condition, accuracy, suitability, quality, or title to the Services are negated and excluded; and OAM gives no condition, warranty, undertaking or representation in relation to the condition, accuracy, suitability, quality of the Services.

8.3. Notice of Claims.

If You desire to make a claim against OAM concerning this Agreement, or the Services, You must first notify OAM in writing of Your potential claim, the grounds for Your claim, and the relief You seek. You must allow OAM no less than sixty (60) days to attempt to resolve the issue prior to formally asserting a claim. If You fail to provide notice, OAM will not be liable to You for the claim.

8.4. Indemnification.

You agree to defend, indemnify and hold OAM, its subsidiaries, affiliates, licensors, employees, agents, third-party information providers, and independent contractors against any claims, damages, actual loss, costs, liabilities, and expenses (including reasonable attorneys' fees) resulting from or arising out of Your conduct, Your use or inability to use or access the Services or any information provided by OAM, Your breach or alleged breach of this Agreement, Your violation of the rights of OAM, or Your violation of any rights of another.  

9. Termination

9.1. Time of Termination.

This Agreement remains effective until termination. We will immediately suspend or terminate this Agreement with or without notice at Our sole discretion if You exceed the scope of the Permitted Uses or otherwise fails to comply with the terms of this Agreement. 

9.2. User Termination.

You may terminate this Agreement at any time by ceasing use of the Services and deleting Your account. We reserve the right to maintain the effect of this Agreement until it has been verified that all User account identifications and passwords associated with the right of access and use to the Services have been deactivated or terminated.

9.3. Effect of Termination.

Upon termination of this Agreement, the rights and User License granted to You herein shall terminate and You must immediately cease to use and permanently delete or destroy any software and/or account information associated with the Services.

9.4. Survival.

Despite any other provision of this Agreement, sections 2 (Intellectual Property), 4 (Usage of Data and Privacy), 6 (Payment), 8 (Disclaimers and Limitation of Liability), and 9 (Termination) survive the expiration or termination of this Agreement.

10. Changes to this Agreement or Services

10.1. Right to Make Changes.

We reserve the right, in Our sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this Agreement for security, legal, best practice, or regulatory reasons. When changes are made, We will make a new copy of the Agreement available on the Website. We will also update the “Last Updated” date at the end of this Agreement. If we make any material changes, we will also send a push notification or show a pop-up to You via the Services. Any changes to the Agreement will be effective immediately. For material changes, We may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using the Services. Otherwise, Your continued use of the Services constitutes Your acceptance of such changes.  Such changes will be effective with and as applicable, without prior notice to You. You can review the most current version of this Agreement by clicking on the “Terms of Use” link located on the Website.

10.2. User Responsibility.

You are responsible for checking this Agreement periodically for changes. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in agreement or compliance with this Agreement, You may terminate this Agreement in accordance with Section 9. Your continued use of the Services following any revision to this Agreement constitutes Your complete and irrevocable acceptance of any and all such changes.

10.3. Effect of Updates to the Services.

We may modify the Services for any reason or without any specific reason, at any time and at Our entire discretion, including without limitation, for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Services. You agree that the Services may require the installation or incorporation of any such modifications automatically. You agree that We may stop supporting previous versions of software associated with the Services upon the availability of an updated version. We also reserve the right to amend the scope set out herein to place limits on the use of the Services.

11. Miscellaneous

11.1. Governing Law.

Any claims related to this Agreement shall be exclusively decided by courts of competent jurisdiction in Ottawa, Ontario, Canada. This Agreement will be governed by and constructed in accordance with the laws of the province of Ontario and the federal laws of Canada without regard to conflicts of laws principles. 

11.2. Severability.

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

‍11.3. Entire agreement.

This Agreement represents the complete agreement between the Parties and supersedes all prior or contemporaneous communications, understandings, or agreements (whether written or oral).

11.4. Assignment.

You may not transfer or assign any rights or obligations You have under this Agreement without OAM’s prior written consent. OAM may transfer or assign this Agreement or any right or obligation under this Agreement at any time.

11.5. No Third-party Beneficiaries.

Nothing contained in this Agreement shall be deemed to create, or be construed as creating, any third -party beneficiary right of action or other rights of third parties.

11.6. Headings.

Clause headings have been included in this Agreement for convenience only and must not be considered part of or be used in interpreting this Agreement.

11.7. No Waiver.

No failure or delay by OAM in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. OAM shall be deemed to have waived any provision under this Agreement unless such waiver is in writing and executed by a duly authorized officer of OAM. No waiver by OAM of any provision hereof on one occasion shall constitute a waiver of such provision on any other occasion.

11.8. Contact.

You may contact Us regarding any questions related to this Agreement by emailing at info@ontarioadoptionmatching.com. 

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End of Terms and Conditions of Use, last updated December 5th, 2023.