We are Wippy, market leader in the Buy Now Pay Later space, owner and operator of the www.wippy.com website (the “Website”).
These terms form a legal agreement between you and Go To Loans Inc. o/a Wippy (“Wippy”) governing your use of the Website (the “Terms”) and provision of personal information as contained in the Privacy Policy. This agreement contains disclaimers of liability and other terms that affect your rights. By using our Services, apps or mobile apps and/or the Website, you agree to the Privacy Policy and the Terms. If you do not or cannot understand and agree, you cannot use the Services and/or Website.
Additional terms may apply to your use of specific features or services. Where additional terms apply, those terms will be accessible to you or shown to you. You agree to read and be bound by those additional terms. If those additional terms conflict with the Terms, those additional terms will take precedence over these Terms in the context of your use of the feature or service to which they pertain.
GENERAL DEFINITIONS
For the purposes of this agreement:
The “Policy”, or the “Privacy Policy”, means the privacy policy under heading “Privacy Policy”, including amendments, modifications, and additions.
“Service” or “Services” means the purchase and administration of receivables.
The “Terms”, the “Terms of Use”, or the “Agreement” means this Terms of Use agreement, including our Privacy Policy and any amendments, modifications, and any additional terms which apply to particular features or services.
“Wippy”, “We”, or “Us” means Wippy (a company with a mailing address located at 3-1136 Centre St., Suite 427, Thornhill, ON L4J 3M8) and its subsidiary, affiliated and successor companies.
The “Website” means the Wippy website accessible at www.wippy.com and any associated or co-branded features, applications, services or websites provided to you by Wippy.
References to “posting” refer to the act of submitting material or making anything available to or through the Website or other Wippy services or servers. This includes, without limitation: submitting information or other content, posting comments, and sending messages to other users through the Website.
PRIVACY POLICY
In order to give you a personalized experience when you use the Services and/or Website, and in order to provide our services, we collect some information about you. We understand that your privacy is important, and we are committed to being open with you about the information that we collect, and how and why we use it. By using the Services and/or Website, you consent to the collection, use, storage and disclosure of this information as described in this Privacy Policy. If you do not, or cannot consent to these terms, you cannot use the Services and/or Website. Please be sure to also review our Terms of Use below.
If you have any questions or concerns related to this Privacy Policy or your personal information, please contact our Privacy Officer at [email protected]. We welcome suggestions as to how we could improve our privacy policy and practices — we may not be able to implement every suggestion, but we care about your privacy and we welcome your comments.
1. CATEGORIES OF INFORMATION
Shared Information
Some information is, by its very nature, intended to be shared with others — for example, the contact information, disclosure, images and documents that you choose to submit. This category also includes any personally identifying information that you choose to post in publicly accessible areas such as in the Website. We call this type of information “Shared Information,” and you consent to this information being made available to and shared with anyone, including but not limited to in publicly accessible areas of the Website, other Wippy sites, in print publications, or publications in other formats. Wippy cannot control this information, or what third parties may do with this information, and by posting this information publicly, you waive any privacy rights you may have in this information.
Personally Identifying Information
Some information that we may collect, like your email address or your IP address, might enable someone to identify you personally. We call this type of information “Personally Identifying Information,” and we use our best efforts to maintain the confidentiality of this type of information. This category does not include any Personally Identifying Information that you choose to post in publicly accessible areas of the Website.
Demographic Information
We may collect other information, such as details of your use of Services and browsing patterns on the Website, data contained in web “cookies”, a history of links that you have clicked on, geographic and location data (eg: what town or city you are connecting from), or any other data that we store and use to determine your interests and customize your user experience. We recognize that disclosure of such information might compromise your privacy if it was accompanied by Personally Identifying Information, thereby allowing someone to associate this information with you. However, if such information were disclosed without any accompanying Personally Identifying Information, it would not directly reveal anything about you personally. We call this type of information “Demographic Information,” and we may share this type of information with third parties, but never accompanied by Personally Identifying Information (except where we may be required or compelled to do so, for example in response to a court order, or as required in order to provide services to you).
Collection and use of each of these categories of information is crucial to our business and operations, and to our ability to provide services to you. We collect and use this information in order to establish, maintain and manage our relationship with you, to communicate with you, to personalize your Services and/or user experience on the Website, to provide you with advertising and content tailored to your interests, and to provide services to you. We may be required to use the information we collect to enforce our legal rights, or to defend against claims or other legal action. Collection of this information also allows us to assess and improve the services which we provide, and to analyze user habits and market trends.
2. DEFINITION OF PERSONAL INFORMATION
For the purposes of this Policy, “Personal Information” means:
- Personally Identifying Information (not including identifying information that you choose to post in publicly accessible areas, such as in the Website or in your user profile); and,
- Sets or collections of Demographic Information (and/or other information which does not itself identify you personally), associated with Personally Identifying Information in such a way that the individual to whom the information relates could readily and easily be identified.
3. USE AND DISCLOSURE OF PERSONAL INFORMATION
You permit us to collect, use and disclose your Personal Information as described in this Policy, the Services and/or Terms of Use, including but not limited to the purposes of credit checks and enforcement of obligations. With your consent, we may also collect, use or disclose your Personal Information for other purposes. Such consent may be expressed, deemed, or implied, as may be reasonable under the circumstances — for example, your consent will be implied when you submit Personal Information in circumstances where it should be clear to you that the information must be used, collected, or disclosed in order to provide a service that you have requested. We may collect, use, maintain or disclose your Personal Information without your knowledge or consent where permitted or required by applicable law.
Your Personal Information may also be used and disclosed, if required, to enable us to comply with applicable legal and regulatory requirements. For example, we may be required to disclose some or all of your Personal Information in order to comply with a court order or subpoena. Where reasonably possible, and provided we are not precluded from doing so, we will make a reasonable effort to inform you if we are ever required to disclose your Personal Information pursuant to a court order.
We may use contact information that you provide to contact you about the Services and/or Website, or otherwise to maintain our relationship with you. We collect financial information (such as account or credit card numbers) to bill users for products and services, but we retain this information only as required to process the transaction and for as long as may be required by law. Wippy’s surveys may ask visitors for contact information (such as email addresses) and demographic information (such as postal code, age, or income level). Wippy uses contact data from our surveys to send users information about our products and services. Users may opt-out of receiving future contact (see the Opt-Out section below).
Wippy may use customer information for additional purposes that may be identified at or before the time that the information is collected. Wippy also uses information from customers for accounting and transaction completion purposes.
4. PASSWORDS
We do not store your password in our databases. Instead, we store a unique “cryptographic hash” generated from your password. Each time you login, we generate a cryptographic hash from the password you enter, and compare it to the hash stored in our database. If they match, we know you entered the right password.
It is not feasible to determine your password from the cryptographic hash that we store. Even we don’t know what your password is.
5. VISITING OUR WEBSITE
You may view the publicly available areas of the Website anonymously, without registering a user account. However, you should be aware that your computer, network and web browser may be configured in such a way that certain information is transmitted to us when you connect to our servers. This information may include your IP address, and information about your computer’s configuration, including the operating system and web browser that you are using, persistent data stored in internet “cookies”, information about pages that may have linked you to the Website, and other information.
Additionally, while you are visiting the Website, our web server may collect information about your visit, including the pages that you view, the length of your visit, information you may provide in web forms, and various other information about your use of the Services and/or Website. We may collect and use this information to monitor the performance, functionality and utility of the Services and/or Website, and for business purposes including the ongoing assessment, statistical analysis and improvement of the Services and/or Website. This information (with the exception of your full IP address), and information we may derive from this information, is not Personally Identifiable Information, and may be used, collected and disclosed as we see fit.
6. WHO CAN ACCESS YOUR PERSONAL INFORMATION
Your Personal Information may be accessible to our employees, contractors, consultants, service providers, and such other parties who require this information to assist us with establishing, maintaining and managing our business relationship with you. This may include third parties engaged to provide services to us (including any parties working with us to provide services to you).
We may disclose your Personal Information to users of our Services and/or Website if you ask us to do so, or consent to us doing so.
Your Personal Information may be disclosed or transferred in the event of a change in ownership of Wippy, or a grant of an interest in Wippy, in part or in whole, through any form of business acquisition, merger, joint venture or otherwise. Any party acquiring such an interest in Wippy may be granted access to your Personal Information pursuant to terms governing collection, use and disclosure consistent with those set out in this Policy.
7. WE VALUE YOUR CONSENT
It is important to us that we obtain your consent whenever we collect, use, maintain or disclose your Personal Information. You may, at any time, delete your user account. Provided such information is no longer required for the Services, your user account information will be maintained for 30 days after you deactivate your account, in case you choose to reactivate the account. Then, (subject to any legal requirement for us to retain these records), your Personally Identifying information will be deleted. We may store anonymized Demographic Information indefinitely. Shared Information, such as your submissions, listings, and comments, may remain after your account is deleted, however.
8. STORAGE OF YOUR PERSONAL INFORMATION
We have data security policies and practices in place, and use our best efforts to safeguard your Personal Information from unauthorized access, use or disclosure. However, we cannot be held liable in the event of unauthorized access to or inadvertent disclosure of any Personal Information. Wippy may utilize third party service providers that may use servers that are located in the United States or another foreign jurisdiction in order to store and/or process this data.
9. DATA COLLECTION BY THIRD PARTIES
While using the Website, your computer may connect to third-party servers which are not under our control. This may happen, for example, when content hosted on a third-party server is embedded inline in a page on the Website, or if you leave the Website to view linked content. These third parties may collect information about you. We have no control over how they collect, use, or disclose that information. In order to provide services to you, we may engage third party service providers. We may share your personal information with our third party service providers. Third party service providers may have privacy policies and information gathering, storage, and disclosure procedures that differ from those set out herein.
You are to recognize that during the course of your connection to, or use of the Services and/or Website, as a result of disclosure to third parties as outlined above, or as a consequence of the network connections used to connect to the Website or any related servers or computer networks, any data transmitted may be transmitted to jurisdictions outside of Canada, and may therefore be subject to the laws of those other jurisdictions, which may differ from the laws of Canada.
10. MONITORING OF EMAILS INITIATED THROUGH THE WEBSITE
In order to manage fraudulent activity on the Website, Wippy reserves the right to monitor and record information data that occurs through, or as a result of, the use of the Services and/or Website. If Wippy deems a user’s behaviour or activity to be fraudulent in nature or not in compliance with the Privacy Policy or Terms of Use, Wippy reserves the right to block access to and/or discontinue any further communications through the Services and/or Website by the user. Wippy also reserves the right, in its sole and absolute discretion, to remove users or user accounts that are suspected of being fraudulent. All monitoring content and associated data are the property of Wippy.
Wippy’s use of fraud monitoring tools does not in any way guarantee prevention of fraud or fraudulent activity. Users of the Services and/or Website are therefore required to use caution and common sense when using the Services and/or Website. In particular, users must exercise great care when revealing personal information.
11. OUR PRIVACY OFFICER
We have appointed a Privacy Officer to oversee compliance with this Privacy Policy. The contact information for our Privacy Officer is as follows:
ATTENTION: Privacy Officer,
Email: [email protected].
Inquiries related to this Policy or concerns relating to the collection, disclosure, accuracy, use or retention of information relating to you should be directed to the Privacy Officer. Our Privacy Officer also welcomes comments and suggestions for improvement to this Privacy Policy and to our privacy practices. We may not be able to implement every suggestion, but we are interested and we are listening.
12. OPT OUT and CORRECTIONS POLICY
When appropriate, users of the Services and/or Website are given the opportunity to (i) opt-out of receiving communications from us, (ii) remove their information from our database, or (iii) elect to no longer receive services from us. If you wish to opt-out of receiving further communications, please contact Wippy’s privacy officer (the “Privacy Officer”) using the contact information provided above. Users of the Services and/or Website may contact the Privacy Officer to modify or correct any of their personal information that is under our control. An individual may also direct a written complaint regarding compliance with this Privacy Policy to the Privacy Officer and, within a reasonable time upon receiving the written complaint, the Privacy Officer will conduct an investigation into the matter. Within a reasonable time of concluding the investigation, the Privacy Officer will inform the complainant whether the complaint will be allowed or denied. If the Privacy Officer considers the complaint to be well founded, Wippy will take appropriate measures to address the complaint.
13. REVISIONS TO, AND INTERPRETATIONS OF THE POLICY
Wippy may amend this Policy from time to time by posting an amended version of this Policy on our website at www.Wippy.com/Privacy. Any amendments will be effective from the date on which they are posted. By continuing to use the Services and/or Website after these amendments are posted, you agree to these amendments.
This Policy has a limited scope and application, as set out herein and in applicable legislation. This Policy does not create or confer upon any individual any rights, or impose upon Wippy any obligations beyond, or in addition to, those rights or obligations imposed by applicable privacy laws in effect in the Province of Ontario, or relevant jurisdiction of operation. If in a specific case, there is any inconsistency between this Privacy Policy and applicable privacy laws, as applicable, this Privacy Policy shall be interpreted, in respect of that case, to give effect to, and comply with, such privacy laws. Any disputes arising in connection with this Policy or in connection with our use, collection or disclosure of any Personal Information shall be governed by the laws of Ontario (and the laws of Canada applicable therein). Any such disputes shall be heard at the Courts in Toronto, Ontario.
TERMS OF USE
Please be sure to also review our Privacy Policy, which governs collection, use and disclosure of any personal information you may provide.
1. ACCESSING AND BROWSING THE WEBSITE
You agree to access the Website using only the interfaces that we provide. You may not access the Website by any automated means, including scripts, bots, spiders, etc. You may not attempt to collect or index content or data from the Website using scripts or other automated means.
Website access may be subject to the condition of agreement to the terms of a Vendor agreement with Wippy (the “Wippy Retail Partner Agreement”), and/or amendments to such Vendor Agreement, that if not agreed to will not permit you access to non-public areas of the Website.
You may not reproduce content from the Website on other websites, or present our content in HTML “frames” or by similar means. You agree not to attempt to hack, disrupt, gain unauthorized access to, or interfere with the Website, any associated networks or servers, or another user’s account.
You may view and print pages from the Website for your own personal use, provided that you do not alter the content and provided that all copyright and trademark notices are included. Wippy reserves the right to change any aspect of the Website, including the right to refuse or remove any content, whatever the source, at any time without any notice or liability to you.
2. SUBMITTING CONTENT TO THE WEBSITE
We may allow you to submit comments, ratings, reviews, listings, messages to other users, or other content to the Website (“User Content”). When you submit any User Content, you must abide by the following rules:
- Be honest, relevant, and factually accurate. Any opinions that you express must be your own and must be genuinely held.
- Don’t post any deceptive or misleading content.
- Don’t post anything that violates any applicable law or breaches any contractual or legal obligation you may have to any other person.
- Don’t encourage others to commit illegal acts or to violate these Terms.
- Don’t post anything that may be defamatory, incorrect, false, misleading, malicious, threatening, abusive, harmful, obscene, offensive, slanderous, racist, libelous, or otherwise objectionable.
- Don’t harass, threaten, or annoy other users. Don’t impersonate any other person.
- Don’t try to solicit anyone else’s personal information.
- Don’t post other people’s confidential or personal information, including personal contact information.
- Don’t conspire with others to push a product or an agenda on the Website.
- Don’t post spam, including commercial messages for any other person or business.
- Don’t use scripts to automatically post content to the Website.
- Don’t post or link to harmful or malicious content, malware, or computer viruses.
- Don’t post anything that infringes on anyone’s intellectual property rights.
Wippy may remove, modify or delete user submissions, which appear to breach these Terms, or which appear to infringe on the intellectual property rights of others, or for any other reason. We may do this on our own initiative, or pursuant to a court order, lawful request, or demand.
When you submit User Content to the Website, you retain ownership of copyright and other intellectual property rights in that content, but you grant Wippy a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable and sublicensable licence to use, modify, reproduce, make available, and redistribute it in any form, format or media now known or later developed, without any requirement for attribution or compensation to you. You agree that access to the Website is sufficient consideration for the licence you grant to us. You waive any right you may have to take action against us, our subsidiaries, affiliates, or sublicensees for infringement of any intellectual property or moral rights you may have in any User Content. By submitting any User Content, you represent and warrant that you own or have licensed all relevant rights in that content, including intellectual property and personality rights, and that our use of your submissions will not infringe upon or violate the intellectual property rights, privacy rights, publicity rights or any other rights of any third party.
MODERATION OF USER CONTENT
User Content may be subject to moderation prior to publication on the Website, and at any time thereafter. We may edit, modify, delete or refuse to publish any content at any time and for any reason, including for breach of these Terms. You understand that we have no obligation to moderate any content on the Website, and that we may stop moderating content at any time.
You are solely responsible for any User Content you submit, and you understand that content you see on the Website may not have been reviewed by a moderator. Wippy does not endorse any User Content, and takes no responsibility for the accuracy or reliability of any User Content. It’s your responsibility to decide whether the content you see on the Website is accurate or reliable.
Any advertisements, opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including our advertisers, service providers or other users, are those of their respective author or distributor and not those of Wippy. You agree that we shall not be held liable to you or to any third party for the actions of users of our Website, or for your use of or reliance on any user generated content, listings, third party advertisement or other third party content.
USER ACCOUNTS
You are responsible for your use of the Website, and for everything submitted to the Website using your user account, including anything posted by others who may gain access to your account. Select a strong password for your user account, and keep it secure. You understand that any submissions or actions that are in violation of any applicable law (including, but not limited to infringement of intellectual property rights), may lead to legal action against you.
You agree to provide us with current and correct information wherever requested, and to update that information if it changes. You agree to notify us and provide a current email address if your email address changes.
You cannot accept any kind of compensation (monetary, in-kind, or otherwise) for actions you take on the Website — for example, you can’t sell your user account, or post or promote content for other people for any sort of reward. Your user account is for your use only.
If we feel that you have breached these Terms, we may modify, deactivate, limit, or delete your user account, or we may block you from accessing the Website entirely. If we delete, deactivate or limit your user account for breach of these Terms, you may not create another user account without our permission.
AMENDMENTS TO THESE TERMS
We may amend these Terms at any time by posting an updated version of the Terms on the Website at the following URL:
https://wippy.com/Privacy
Any amendments will be effective from the time they are posted on the Website. Once posted, the amended version of the Terms immediately supersedes any previous versions of the Terms. Your continued use of the Website will be deemed to indicate your acceptance of the amended Terms.
LIMITATION OF LIABILITY and DISCLAIMER OF WARRANTIES
We do our best to make sure that the Website is available, functional, error free, and free of malicious code; that your privacy is respected and your personal information and other Website data is secure from inadvertent disclosure or deletion; and that your experience using the Website is positive. But you agree that you use the Website at your own risk. We make no guarantees or warranties of any kind. We provide the Website on an as-is and as-available basis. You agree that we cannot be held liable for any reason in connection with your use of, reliance upon, or inability to use the Website or any of its features or functionality.
You understand that we cannot be held responsible for User Content or for other content provided by third parties, including our service providers and advertisers. It is your responsibility to determine whether content made available through the Website is accurate or reliable. To the extent permissible by law, we disclaim all liability for the accuracy, reliability, suitability for any particular purpose, or noncompliance with any applicable law, of anything posted to, or linked from, or related to use of the Website.
You do not and will not own or have any proprietary rights in the Website or your user account, you have no right to uninterrupted access to the Website, and you have no right to storage of or deletion of any content or data you submit to the Website. We may add, delete, limit, modify or disable Website features, content or functionality at any time. We may temporarily or permanently shut down, limit, suspend or discontinue the Website, your user account, or your access to the Website at any time, for any reason (including for breach of these Terms), at our sole discretion, and without notice. While we do our best to provide uninterrupted access to the Website, it may at any time become permanently or temporarily unavailable for any reason, including maintenance, or as a result of circumstances beyond our control, such as network or server outages, or incorrect configuration of the software, network, or computer you are using to access the Website. We cannot be held liable for any outages or for the deletion of any data.
To the maximum extent permissible by applicable law, Wippy expressly disclaims all warranties (express or implied), and all liability of any kind. You agree that under no circumstances will we be directly or indirectly liable for damages of any kind relating to this agreement, the Website or your use thereof, including any general, special, incidental, indirect, consequential, exemplary or punitive damages including without limitation loss of use or loss of profits, even if we have been specifically advised of the possibility of such damages.
INDEMNITY
You hereby agree to indemnify, defend and hold harmless Wippy and its partners, members, shareholders, officers, directors, employees, consultants, service providers, and agents from any and all claims, liability, damages or costs they incur arising as a result of your use of the Website, your violation of these Terms, or your infringement of any intellectual property or other right of Wippy or any person or entity.
WIPPY INTELLECTUAL PROPERTY
All rights in the design, source code, and appearance of the Website, and all of the materials and content made available through the Website are owned by or licensed to Wippy. These materials are protected by law against unauthorized copying and reproduction. Any unlicensed use, reproduction or distribution of any of this proprietary material is expressly prohibited. Trade-marks appearing on the Website are owned or licensed by Wippy or its affiliates, or are owned by third parties. You may not use or display these trade-marks except as may be required in order to make use of the Website in accordance with these Terms. The display of any trade-marks on the Website does not imply that a licence has been granted for any further use.
DEALING WITH THIRD PARTIES
Any correspondence or business dealings with any third parties, including merchants, sellers, service providers, or advertisers found on, or through, the Website are solely the responsibility of you and such parties. Wippy is not responsible for any damages you may suffer by corresponding with or entering into transactions with any third parties, including the payment for or delivery of goods or services, and for any terms, conditions, warranties, or representations associated with such dealings. You and the third party, not Wippy, are responsible for compliance with all laws applicable in any such transaction. You correspond and transact with these third parties at your own risk.
NO ENDORSEMENT OF THIRD PARTY WEBSITES OR SERVICES
The Website may contain links to third party websites or services provided by parties other than Wippy. These links are for your convenience only and Wippy does not assume responsibility for the accuracy, reliability or appropriateness of these third party websites or services. Any mention of another party or its product or service on the Website is for informational purposes only and should not be construed as an express or implied endorsement of that party or its advice, opinions, information, products or services. Third party websites and services may be subject to terms and conditions imposed by the operator of those websites and services. Wippy assumes no responsibility for, and disclaims all liability related to your use of any third party website or service.
NO CONTRACT OR OFFER
Except for your agreement to abide by these Terms of Use and your agreement to the Privacy Policy, use of the Website does not create any contract or agreement between you and Wippy, nor any obligation of Wippy to you.
CONFIDENTIALITY
The Internet is not a secure means of communication. The privacy, integrity and authenticity of any communication over the Internet cannot be ensured. Wippy is not responsible for any damages you may suffer if you communicate confidential information over the Internet or if Wippy communicates such information to you at your request.
INTELLECTUAL PROPERTY INFRINGEMENT
You cannot post any content to the Website that infringes upon the intellectual property rights of others. If we believe that you have posted infringing content, we may delete or modify your posted content. If you repeatedly post infringing material, we may delete, disable or limit your user account. Infringement of third party intellectual property rights may lead to legal action against you. Please report any suspected infringement of your intellectual property rights to us at [email protected].
TERMINATION
We may terminate this Agreement at any time by deleting your user account for breach of these Terms or if you otherwise put Wippy at risk of legal exposure. We may also terminate this agreement without notice to you if we decide to discontinue providing the Wippy Website. The licence you grant to us to use any User Content that you submit, all indemnities, and all terms limiting Wippy’s liability shall survive termination of this Agreement.
GENERAL
Nothing in these Terms shall be interpreted to prevent Wippy from taking any action required to comply with any applicable legal requirement.
Our failure or forbearance to enforce any of these Terms shall not be considered a waiver of any of our rights.
You agree that this agreement is provided to you in English. It is your responsibility to ensure that you understand these Terms. If we provide a translation of these terms into any other language, that translation is for your convenience only, and the English version will govern your relationship with Wippy. — Vous acceptez que cet accord vous soit fourni en anglais. Il est de votre responsabilité de vous assurer que vous comprenez cet accord. Si nous vous fournissons une traduction de cet accord dans une langue autre que l’anglais, vous acceptez que la traduction soit fourni seulement à titre d’information, et la version anglaise aura, en tout temps, préséance et régira vos rapports avec Wippy.
You cannot transfer or assign your rights and obligations under this agreement to any other person without our consent.
You agree that Wippy may communicate with you about the Website and your user account via the contact information you provide to us.
Wippy may freely assign its rights and obligations under these Terms in the event that it is party to a merger, acquisition, restructuring, sale of assets, or for any other reason.
If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed to be severable, and the remainder of these Terms shall remain valid and in full force and effect.
This Agreement, and all matters related to your use of the Website shall be governed by and construed in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein, without regard to any conflicts of laws principles. Any disputes shall be heard at the courts located in Toronto, Ontario, Canada.