PLEASE READ THESE TERMS OF USE TOGETHER WITH ANY AND ALL OTHER AGREEMENTS, TERMS, CONDITIONS, AND POLICIES REFERENCED HEREIN CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING DISCLAIMERS, LIMITATIONS, AND EXCLUSIONS OF OUR LIABILITY AND LIMITATIONS AND WAIVERS OF YOUR RIGHTS AND REMEDIES.

  1. Your Agreement to Terms of Use. This website and/or mobile application and any other related websites, applications, features, widgets, or online services (this “Site”) is owned and operated by Top of Mind Solutions Inc. (“Top of Mind”, “us”, “we”, “our”, or words of like meaning). This Site and the Content (as defined herein) and Services (as defined herein) are made available to you subject to your compliance with these terms and conditions of use and the terms and conditions of our Privacy Policy (collectively, these “Terms of Use”).

THESE TERMS OF USE CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND TOP OF MIND. BY ACCESSING OR USING THIS SITE, THE CONTENT, OR ANY SERVICES, IN WHOLE OR IN PART, YOU COVENANT AND AGREE TO BE BOUND BY, AND COMPLY WITH, THESE TERMS OF USE AND REPRESENT AND WARRANT TO AND IN FAVOUR OF TOP OF MIND THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND BY, AND COMPLY WITH, THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THIS SITE OR ANY CONTENT OR SERVICES.

  • Modifications. Top of Mind reserves the right (in its sole discretion) to amend, modify, restate, replace, or supplement these Terms of Use at any time and from time to time. You should review these Terms of Use regularly. By accessing or using this Site or any Service after any such amendments, modifications, restatements, replacements, or supplements, you agree to be bound by, and comply with, these Terms of Use, as so amended, modified, restated, replaced, or supplemented. If any such amendment, modification, restatement, replacement, or supplement is not acceptable to you, you must immediately cease accessing and using this Site and any and all Services.
  • Content. This Site contains content provided by Top of Mind and third parties (including other Users), including editorial content, personal profiles, articles, publications, pictures, videos, information, accounting advice from third parties (including other Users), events, data, and other materials (the “Content”) and access to various products and services provided by Top of Mind and third parties, including other Users (the “Services”).
  • Legal and other Professional Advice Not Provided. The Content does not (in whole or in part) constitute legal, accounting, tax or other professional advice provided by Top of Mind. The Content should not be relied upon as accurate, reliable, complete, current, timely, or fit for any particular purpose, without receiving advice from a lawyer, accountant, or other relevant professional, as applicable. None of the Content is, nor will any of the Content be construed as being, in any way whatsoever legal, accounting, valuation, actuarial, insurance, investment banking, financial advisory, credit analysis, or tax filing related advice or any other advice of a similar nature provided by Top of Mind. No one should act, or not act, on the sole basis of the Content. 
  • Currency of Content. The Content is provided for informational purposes only. The Content should not be relied upon as accurate, reliable, complete, current, timely, or fit for any particular purpose. To the extent that the Content is current as of the date of first publication, it may no longer be accurate as a result of the passage of time.
  • Your Content. This Site allows for you to share, upload, or provide content to this Site (“Your Content”). By uploading or providing Your Content to this Site, you represent and warrant to and in favour of Top of Mind that you have all necessary rights and licences to do so. Top of Mind reserves the right to remove, edit, limit, or block access to any of Your Content at any time, and it will have no obligation to display or review Your Content. You are solely responsible and liable for Your Content. 
  • Your Publicly Shared Content. Your Content, other than your personal information, is referred to herein as “Your Publicly Shared Content”. You acknowledge and agree that Your Publicly Shared Content is public. By uploading or providing Your Publicly Shared Content to this Site, you automatically grant Top of Mind a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish Your Publicly Shared Content in any way, without compensation to you, including editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, distributing, and otherwise making available to the general public Your Publicly Shared Content, whether in whole or in part and in any format or medium currently known or developed in the future (“Your Licence”). You acknowledge and agree that Top of Mind may assign, transfer, or sub-license Your Licence to any person, including its affiliates and successors, without any further approval by you. 
  • Prohibited Content.  You agree to not post, provide, or upload any of Your Content to this Site that: 
    • contains language or imagery that could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy any other person;
    • is obscene, pornographic, violent, or that otherwise may offend human dignity;
    • is abusive, insulting, threatening, discriminatory, or that promotes or encourages racism, sexism, hatred, or bigotry;
    • is inaccurate, incomplete, or misleading or includes advice or guidance that is negligent or fraudulent;
    • encourages any illegal activity (including terrorism) or incites racial hatred or the submission of which in itself constitutes committing a criminal offence;
    • is defamatory or libellous;
    • unless and only to the extent otherwise expressly provided in any other agreement between you and Top of Mind, relates to commercial activities, including sales, competitions and advertising, or links to other websites or premium line telephone numbers;
    • involves the transmission of “junk” mail or “spam”;
    • contains any spyware, adware, viruses, corrupt files, Trojan horses, worm programs or other malicious code designed to interrupt, damage, limit the functionality of, or disrupt any software, hardware, telecommunications, networks, servers or other equipment; or contains any other material designed to damage, interfere with, wrongly intercept, or expropriate any data or personal information whether from Top of Mind or otherwise;
    • itself, or the posting of which, infringes any person’s rights, including intellectual property rights and privacy rights; or
    • shows another person if such Content was created or distributed without that person’s express consent.
  • Feedback. We welcome and encourage you to provide feedback, comments, suggestions, ideas and materials for improvements to this Site, the Content, and the Services (“Feedback”). You may submit Feedback by contacting us via email at info@topofmind.work or via the Contact Us page of this Site or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you automatically grant Top of Mind a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and license to use, copy, modify, display, and publish such Feedback for any purpose, without compensation to you, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that Top of Mind may assign, transfer, or sub-license the above licence to any person, including its affiliates and successors, without any further approval by you.
  • Communications Not Confidential. Top of Mind does not guarantee the confidentiality of any communications made by you via email or otherwise through this Site. Any email communications made by you via email or otherwise through this Site will be at your own risk and liability.
  • Permitted Uses. You may access and use this Site and the Content only in accordance with these Terms of Use and applicable law. Unless and only to the extent otherwise expressly provided in any other agreement between you and Top of Mind, subject to these Terms of Use, Top of Mind grants to you a non-exclusive, non-transferable, revocable right and licence to access and use this Site and the Content only to display on your own computer or mobile device for your own personal non-commercial use, provided that the Content is not modified or altered in any way whatsoever (“Permitted Uses”). By accessing or using this Site or any other Top of Mind Property (as defined herein) or by displaying, saving, downloading, or printing a copy of any Content, you do not acquire any other right or licence to this Site or any other Top of Mind Property. All rights not expressly granted by Top of Mind are expressly reserved by Top of Mind.
  • Linking and Social Media. This Site may, for convenience, provide links to Top of Mind’s social media accounts, including Facebook, LinkedIn, Twitter, Instagram, and YouTube (“Top of Mind Social Media”). You acknowledge and agree that, to the extent that you access and use Top of Mind Social Media:
    • any and all references in these Terms of Use to this Site will refer to and include Top of Mind Social Media;
    • your access to, and use of, Top of Mind Social Media is governed by these Terms of Use and the terms and conditions of the applicable third-party provider thereof (each, a “Third-Party Provider”); 
    • in the event of a conflict or inconsistency between these Terms of Use and the terms and conditions of a Third-Party Provider with respect to your access and use of Top of Mind Social Media, the terms and conditions of such Third-Party Provider may govern to the extent necessary to resolve such conflict or inconsistency; 
    • Top of Mind Social Media may contain content of third parties that may not be subject to the control of Top of Mind; and
    • if you choose to access any Top of Mind Social Media, you do so entirely at your own risk and liability. 
  • Linking and Third-Party Sites. This Site may, for convenience, provide links to websites or applications of other parties (each, a “Third-Party Site”). You acknowledge and agree that: 
    • the content of Third-Party Sites is not provided by nor under the control of Top of Mind; 
    • Top of Mind does not endorse or republish any content of any Third-Party Site or provide any representation, warranty, or guarantee regarding the quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, or fitness for any purpose of any such Third-Party Site or the content thereon; 
    • where you provide a link to this Site from another website, Top of Mind reserves the right to require you to disable such link; and
    • if you choose to access a Third-Party Site, you do so entirely at your own risk and liability. 
  • Trademarks. Any and all trademarks, corporate names, business names, and other trade names of Top of Mind, including TOP OF MIND™, TOP OF MIND SOLUTIONS™, TOPOFMIND.WORK™, TOPPREP™ and any and all logo, word script, and design versions thereof, in each case whether registrable or not, owned, or used by Top of Mind are trade-marks of Top of Mind and/or its affiliates (the “Top of Mind Marks”). Other trademarks, service marks, graphics, and logos used in connection with Top of Mind Property may be the trademarks of their respective owners. You are not granted any right or license with respect to any of the foregoing trademarks, including Top of Mind Marks, or any use thereof.
  • Top of Mind Property.
    • “Top of Mind Property” means this Site and any and all related: (i) Content, Services, and Top of Mind Marks; (ii) logos, designs, graphics, images, photographs, artwork, and other artistic works; (iii) editorial content, text, data, and other literary works (iv) musical works, performances, and other sounds; (v) videos and all audio-visual works; (vi) selections, arrangements, compilations, modifications, and enhancements of any of the foregoing (vii) software, including scripts and program code that may execute on this Site’s servers or that may be embedded or downloadable from individual web pages on this Site; (viii) the look and feel, architecture, interface, templates, layout, and web pages of this Site; and (ix) intellectual property rights in any of the foregoing. 
    • You acknowledge and agree that all Top of Mind Property is protected by copyright and owned by, or licensed to, Top of Mind and contains proprietary information and material that owned by Top of Mind or its affiliates or their respective licensors, and is protected by applicable law, including copyright law. Any and all copyrights in and to any Top of Mind Property, including the compilation of content, postings, links to other Internet resources, and descriptions of those resources and related software, are owned by Top of Mind and its affiliates and/or their respective licensors, who in each case reserve all their rights in law and equity.
    • The use of any software or any part of Top of Mind Property, except as expressly permitted pursuant to these Terms of Use, is strictly prohibited and infringes on the intellectual property rights of Top of Mind and others and may subject you to civil and criminal penalties, including monetary damages, for copyright infringement. 
    • Notwithstanding any other provision of these Terms of Use, Top of Mind and its licensors reserve the right to change, suspend, remove, or disable access to any Top of Mind Property at any time without notice. You acknowledge and agree that, in no event will Top of Mind be liable for making any such changes. Top of Mind may also impose limits on the use of or access to certain features or portions of Top of Mind Property, in any case and without notice or liability.
    • To seek permission in respect of any activity involving Top of Mind Property that is not expressly permitted by these Terms of Use, please contact us via email at info@topofmind.work or via the Contact Us page of this Site.
  • Prohibited Activities. You may not access this Site or any other Top of Mind Property in any way or for any purpose that is unlawful or that contravenes these Terms of Use. Unless and only to the extent otherwise expressly permitted in any other agreement between you and Top of Mind, you will not access or use any Top of Mind Property for any purpose that is outside the scope of the Permitted Uses or that violates the rights of Top of Mind, any Top of Mind personnel, or any other person. Without limiting the foregoing, unless and only to the extent otherwise expressly permitted in any other agreement between you and Top of Mind, you will not, directly or indirectly, on your own or with any other person, in any manner whatsoever:
    • exploit any Top of Mind Property (in whole or in part), including by trespass or burdening network capacity;
    • reproduce any Top of Mind Property (in whole or in part) in any form or by any means;
    • make available, distribute, display, post, disseminate, publish, republish, transmit, re-transmit, communicate to the public, or broadcast any Top of Mind Property (in whole or in part);
    • create derivative works of, modify, translate, select, arrange, merge, compile, or otherwise combine with other data or other content or frame from or on another website any Top of Mind Property (in whole or in part);
    • scrape, whether by way of screen scraping or database scraping, any Top of Mind Property (in whole or in part) or engage in any other activity intended to collect, store, reorganize, summarize, or manipulate any Top of Mind Property (in whole or in part), whether by an automatic program or a manual process;
    • sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to any Top of Mind Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;
    • decompile, disassemble, reverse engineer, or otherwise exploit any Top of Mind Property (in whole or in part), its architecture or the underlying software or code; 
    • sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to any Top of Mind Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;
    • dilute, tarnish, or otherwise harm the Top of Mind brand or reputation in any way, including through unauthorized use of any Top of Mind Property, registering or using Top of Mind or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering or using domain names, trade names, trademarks, or other source identifiers that closely imitate or are confusingly similar to Top of Mind’s domains, trademarks, taglines, promotional campaigns, or any other Top of Mind Property;
    • access or use this Site or any other Top of Mind Property (in whole or in part) in any way or for any purpose that violates applicable law or any of the terms and conditions of these Terms of Use;
    • access or use this Site or any other Top of Mind Property (in whole or in part) for any purpose that violates the rights of Top of Mind or any other Person;
    • access or use any portion of this Site or other Top of Mind Property that is not expressly authorized for use by you; 
    • access or use this Site or any Top of Mind Property (in whole or in part) for any purpose or in any manner that falsely implies the endorsement of Top of Mind, a partnership with Top of Mind, or otherwise misleads others as to your affiliation or relationship with Top of Mind;
    • use this Site (in whole or in part) in the operation of a service bureau or process or permit to be processed the information or data of any person;
    • copy, store, or otherwise access or use any information, including personal information of any other person, contained on or accessible by way of this Site in any way that is inconsistent with applicable law or our Privacy Policy or that otherwise violates the privacy rights of any person;
    • discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation or otherwise engage in any violent, harmful, abusive or disruptive behavior;
    • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Top of Mind or any person for or on behalf of Top of Mind to protect this Site;
    • take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of this Site or any associated software; or
    • violate or infringe any person’s rights (including intellectual property rights) or otherwise cause harm, injury, illness, or death to any person or any losses or damages to any tangible or intangible property.
  • Privacy. For information about how Top of Mind collects, uses, and shares your personal information, please review our Privacy Policy.
  • DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT:
    • THIS SITE AND ANY AND ALL CONTENT AND SERVICES (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS PROVIDED BY OTHER USERS ON THE ASK A QUESTION PAGE OF THIS SITE) ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER; 
    • ACCESS TO, AND USE OF, THIS SITE OR ANY CONTENT OR SERVICES (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS PROVIDED BY OTHER USERS ON THE ASK A QUESTION PAGE OF THIS SITE) IS ENTIRELY AT YOUR OWN RISK AND LIABILITY; 
    • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOP OF MIND DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) AND ANY AND ALL LIABILITY WITH RESPECT TO THIS SITE AND THE CONTENT AND ALL SERVICES (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS PROVIDED BY OTHER USERS ON THE ASK A QUESTION PAGE OF THIS SITE), INCLUDING LIABILITY FOR PROFESSIONAL NEGLIGENCE OF THIRD PARTIES AND IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND RELATED RIGHTS, OR THAT THIS SITE OR THE CONTENT OR ANY SERVICE WILL MEET ANY PERSON’S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE UNINTERRUPTED OR ERROR-FREE; 
    • TOP OF MIND WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY PROFESSIONAL NEGLIGENCE OF THIRD PARTIES, ERRORS, OMISSIONS, OR INACCURACIES IN THIS SITE OR ANY CONTENT OR SERVICES (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS PROVIDED BY OTHER USERS ON THE ASK A QUESTION PAGE OF THIS SITE); 
    • TOP OF MIND DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THIS SITE OR ANY CONTENT OR SERVICES IS OR WILL BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS, ERROR-FREE, OR FREE OF VIRUSES, WORMS, TROJAN HORSES, DISABLING DEVICES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES OR HAS HARMFUL EFFECTS; 
    • TOP OF MIND WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, AND YOU ARE SOLELY RESPONSIBLE FOR, IMPLEMENTING APPROPRIATE SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR COMPUTER SYSTEMS AND THE ENTIRE COST OF ANY SERVICE, REPAIRS, OR CONNECTIONS OF AND TO YOUR COMPUTER SYSTEMS THAT MAY BE NECESSARY AS A RESULT OF YOUR USE OF THIS SITE OR ANY CONTENT OR SERVICES; AND 
    • TOP OF MIND WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY PROBLEM OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR ANY OTHER COMMUNICATION BETWEEN YOU AND TOP OF MIND ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ONLINE OR ON THE INTERNET OR THIS SITE OR ANY OTHER WEBSITE, OR ANY COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM DOWNLOADING OR STREAMING ANY MATERIALS CONSISTENT WITH THIS AGREEMENT OR USE OF THIS SITE. 
  • Violation of the Law. You acknowledge and agree that any attempt by you or on your behalf to deliberately damage this Site or any other website or links or to undermine the legitimate operation of this Site or any Content or Services may be a violation of criminal and/or civil laws and should such an attempt be made, Top of Mind reserves the right to seek damages from you to the maximum extent permitted by law.
  • Indemnity. You agree to indemnify, defend, and hold Top of Mind and its affiliates and their respective directors, officers, employees, personnel, contractors, subcontractors, agents, and representatives harmless from and against any and all actual, threatened or potential civil, criminal, administrative, regulatory, arbitral, or investigative claims, demands, allegations, actions, suits, investigations, or proceedings and any and all losses, liabilities, and damages (including taxes and related penalties) and related costs or expenses, including legal fees (on a full indemnity basis), and expenses and costs of litigation, settlement, judgement, appeal, interest and penalties (on a full indemnity basis) that may be suffered or incurred by any of them arising out of or as a result of or relating in any manner whatsoever to: 
    • any breach by you or on your behalf of these Terms of Use or any of your obligations pursuant to or in connection with these Terms of Use; 
    • Your Content;
    • your reliance upon or any use of or any actions or omissions by you in reliance upon any Content or Services (in whole or in part), including any answers or responses to your questions provided by other Users on the Ask a Question page of this site;
    • any loss of, damage to, or destruction of Top of Mind Property or the property of any other person; 
    • personal injury (including death) in connection with this Site, the Content, or Services to the extent caused by you; or
    • your negligence, fraud, or criminal, willful, or intentional misconduct.
  • LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TOP OF MIND OR ANY TOP OF MIND PERSONNEL BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES, TANGIBLE OR INTANGIBLE HARM, IRREPARABLE HARM, LEGAL FEES, OR ANY LOSS OF ANY KIND WHATSOEVER, OR OTHER LIABILITIES, WHETHER OR NOT TOP OF MIND OR ANY TOP OF MIND PERSONNEL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THIS SITE OR ANY CONTENT OR SERVICES. 
  • Injunctive and Equitable Relief. You acknowledge and agree that:
    • your compliance with your obligations pursuant to these Terms of Use is necessary to protect personal information and/or the intellectual property, confidential information, proprietary information, business, goodwill, and/or proprietary interests of Top of Mind and its affiliates and third parties;
    • your breach of any such obligations will give rise to irreparable harm or injury to Top of Mind that will not be adequately compensable with monetary damages; 
    • Top of Mind may, in addition to any other remedy, enforce the performance of these Terms of Use by way of equitable relief, including interim, interlocutory and/or final injunctive relief, specific performance, or such other and further relief as a court may deem just and proper, upon application to a court of competent jurisdiction without proof of actual damages, without a requirement that a finding of irreparable harm or other criteria for the awarding of injunctive relief be made, and without the requirement of posting a bond or other security; and
    • notwithstanding that damages may be readily quantifiable, you will not plead sufficiency of damages as a defence in any such proceeding.
  • Entire Agreement. These Terms of Use, together with our Privacy Policy and any agreements, documents, and instruments entered into between you and Top of Mind, constitute the entire agreement between Top of Mind and you pertaining to the subject matter thereof and supersede all prior communications, proposals, agreements, or understandings, whether electronic, oral, or written, between you and Top of Mind with respect to this Site or any Content or Services or Top of Mind Property. Except as and only to the extent otherwise expressly provided in these Terms of Use, there are no representations, warranties, conditions, other agreements, or acknowledgements, whether direct or collateral, express or implied, that form part of or affect these Terms of Use. 
  • Headings. The division of these Terms of Use into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of these Terms of Use. The terms “these Terms of Use”, “hereof”, “hereunder”, and similar expressions refer to these Terms of Use and not to any particular Article, Section or other portion of these Terms of Use and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references in these Terms of Use to Articles and Sections are to Articles and Sections of these Terms of Use.
  • Extended Meanings. In these Terms of Use, unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders and the terms “include” and “including” will also mean “include without limitation” and “including without limitation” respectively.
  • Statute References. Any reference in these Terms of Use to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated, or re-enacted from time to time.
  • Assignment. Neither these Terms of Use nor any of the rights or obligations pursuant hereto may be assigned, transferred, or delegated by you without the prior written consent of Top of Mind. Top of Mind may without restriction assign, transfer, or delegate these Terms of Use and any rights and obligations hereunder, at its sole discretion, to any person without notice to you.
  • Waiver. The waiver by Top of Mind of a breach or default of any provision of these Terms of Use by you or any delay or omission on the part of Top of Mind to exercise or avail itself of any of its rights, remedies, powers, or privileges will not be effective unless in writing and will not be construed as a waiver of any succeeding breach of the same or any other provision of these Terms of Use. 
  • Severability. In the event that any provision (or any portion of a provision) of these Terms of Use will for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms of Use and these Terms of Use will be construed as if such invalid, illegal, or unenforceable provision (or portion of a provision) had never been contained in these Terms of Use in regards to that particular jurisdiction. 
  • Relationship. Nothing in these Terms of Use or your use of this Site or any Content or Services will be deemed to constitute either party hereto as an agent, representative, or employee of the other party or both parties as joint venturers or partners for any purpose.
  • No Third Party Rights. These Terms of Use do not and are not intended to confer any rights or remedies upon any person other than Top of Mind and you.
  • Governing Law. The interpretation, validity, effect, and enforcement of these Terms of Use, and any and all disputes arising out of or in connection with these Terms of Use, or in respect of any legal relationship associated with or derived from these Terms of Use, will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law. For greater certainty, these laws apply to the access and use of this Site, the Content, the Services and Top of Mind Property by you, notwithstanding your domicile, residency, or physical location, or the location of Top of Mind office or any Top of Mind personnel with whom you may communicate or deal. The United Nations Convention on Contracts for the International Sale of Goods (CISG) or any similar or successor convention or law, will not be applied to these Terms of Use or any transactions conducted pursuant to this Site. This Site and the Content are intended for use only in jurisdictions where they may be lawfully provided for use.
  • Forum. You hereby unconditionally and irrevocably consent and agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding involving this Site, the Content, the Services, or Top of Mind Property and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court. 
  • Jury Trial Waiver. Each of Top of Mind and you acknowledge and agree that, to the maximum extent permitted by applicable law, each of you and Top of Mind waive the right to a trial by jury in respect of any and all disputes arising from or in connection with these Terms of Use or the Site.
  • Admissibility. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or arbitral proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 
  • Contact Us. If you have any questions regarding these Terms of Use, please contact us via email at info@topofmind.work or via the Contact Us page of this Site.

Last updated: November, 2022