This Prosserman JCC and Schwartz/Reisman Centre Standard Terms and Conditions Agreement (this “Agreement”) is entered into on the date of this form submission (the “Effective Date”)
BETWEEN:
PROSSERMAN JEWISH COMMUNITY CENTRE, located at
4588 Bathurst Street
Toronto, Ontario
M2R 1W6
SCHWARTZ/REISMAN CENTRE, located at
9600 Bathurst Street
Maple, Ontario
L6A 3Z8
(together the “JCC”)
- AND -
The person listed in the "Signatory Electronic Signature" field below (“Signatory”)
BACKGROUND AND PURPOSE:
The JCC operates and provides and may in future operate and provide a variety of community programs, facilities, activities, events and offerings (collectively, “Offerings”). The JCC Offerings may include: (i) fitness, personal training, and aquatics programs; (ii) educational, recreational and arts and culture programs for children and adults (e.g., daycare services, Centre Camp, sports programming); (iii) theatre room rentals, and (iv) more.
The JCC agrees to grant Signatory access to the Offerings pursuant to the terms and conditions set forth in this Agreement (including any applicable Schedules), and Signatory agrees to participate in/use the Offerings only in strict conformity with and subject to such terms and conditions.
Where Signatory enters into this Agreement on behalf of another person (including any individual or family, dependant, company, entity or organization) or provides JCC with information (including any personal information) on behalf of such person, Signatory hereby represents and warrants that Signatory has all necessary consents, rights, powers and authority to do so (including, where applicable, the authority to assume the person’s obligations under this Agreement on behalf of such person, to provide such personal information on behalf of the person and to consent to JCC’s collection, use and disclosure of such information).
FOR GREATER CERTAINTY, THIS AGREEMENT INCLUDES ALL SCHEDULES ENTERED
INTO BETWEEN JCC AND SIGNATORY PURSUANT TO THIS AGREEMENT.
1. PRIVACY
The JCC’s Privacy Policy (the “Privacy Policy”) can be found at https://www.prossermanjcc.com/privacy-policy. Signatory acknowledges and agrees that Signatory: (i) has read, understands, and agrees to the Privacy Policy; and (ii) consents to the JCC’s collection, use, retention and/or disclosure of any personal information provided by Signatory to the JCC in accordance with the Privacy Policy; as such Privacy Policy may be amended from time to time.
The JCC reserves the right to make changes or modifications to its Privacy Policy at any time. Signatory will be required to comply with such revisions and therefore, Signatory should periodically visit the Privacy Policy to review the current terms and conditions to which Signatory is bound. Where material changes to the JCC’s Privacy Policy are made, the JCC will make reasonable efforts to notify Signatory at the e-mail address provided by Signatory.
Signatory is responsible for providing the JCC on an ongoing basis with Signatory’s up-to-date, active, and functioning e-mail address.
2. COMPLIANCE WITH JCC POLICIES
Signatory agrees to comply at all times with all applicable JCC policies, handbooks, rules, regulations, codes and notices provided to Signatory or made available at: https://www.prossermanjcc.com/, as such policies, handbooks, rules, regulations, codes and notices may be amended from time to time (collectively, and as amended from time to time, the “Policies”). Signatory should periodically review the Policies to ensure Signatory is complying with the Policies that are then in effect. Where material changes to the JCC’s Policies are made, the JCC will make reasonable efforts to notify Signatory at the e-mail address provided by Signatory.
3. MEDIA RELEASE
From time to time, during the course of providing the Offerings to its community, the JCC may use and/or publish materials, images or photographs (collectively, “Materials”) for promotional, historical, editorial, marketing, or other purposes. The JCC and Signatory each acknowledges that the Materials may include images or photographs of Signatory where Signatory participates in JCC Offerings.
The JCC may make efforts to provide Signatory with notice of the JCC’s use or publication of relevant Materials.
Signatory hereby grants, to the JCC, its Representatives (as defined in Section 9 below), affiliated agencies, successors and assigns, the right to use, publish, modify, and copyright the Materials in any manner and in any medium.
Signatory hereby releases the JCC and its Representatives affiliated agencies, successors and assigns from all claims and liability relating to the Materials.
4. WAIVER OF MORAL RIGHTS
Under the Copyright Act (Canada), moral rights relate an author's rights to attribution, integrity and association with respect to a creative a work. Signatory shall assign and waive to and for the benefit of the JCC and the JCC’s successors and assigns, any and all moral rights that Signatory may have in and to any materials, images or photographs of Signatory or in which the Signatory may be included, including any moral rights under the Copyright Act (Canada).
5. LIMITATION OF LIABILITY
Signatory acknowledges and understands that there may be risks associated with participating in the Offerings. Signatory therefore assumes full responsibility for any injury related to participation in the Offerings under this Agreement.
THE JCC AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO SIGNATORY OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF OR DAMAGE TO OR ARISING FROM DATA, LOSS OF REVENUES OR PROFITS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, PERSONAL INJURY OR DEATH, PERSONAL OR PROPERTY DAMAGE, FAILURE TO REALIZE SAVINGS, BUSINESS INTERRUPTION OR ANY OTHER CONSEQUENTIAL ECONOMIC LOSS OF ANY KIND OR NATURE WHATSOEVER SUFFERED BY SIGNATORY OR ANY THIRD PARTY HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR IF THE JCC OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR GREATER CERTAINTY, THIS EXCLUSION OF DAMAGES APPLIES REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILBITY, INDEMNITY, AT COMMON LAW, BY STATUTE OR OTHERWISE), EXCEPT TO THE EXTENT PROHIBITED BY LAW.
FOR GREATER CERTAINTY THE REPRESENTATIVES ARE THIRD PARTY BENEFICIARIES OF THIS SECTION AND SECTIONS 9 AND 10.
6. INDEMNIFICATION
Signatory will indemnify, defend and hold harmless the JCC, its representatives, directors, officers, employees, agents, volunteers, consultants, subcontractors, suppliers (collectively, “Representatives”), successors and assigns from and against any and all claims, suits, losses, demands, liabilities, damages and expenses (including legal fees and expenses) (collectively, “Claims”) arising from, as a result of or relating to any participation in or use of the Offerings under this Agreement, including under any Schedule and including any Claims made against the Representatives or any of them in respect thereof.
Without limiting the generality of the foregoing, Signatory shall save harmless and fully indemnify and defend the JCC and its Representatives against all Claims arising out of or relating to any personal or bodily injury to any persons, including death, arising from participation in JCC Offerings.
7. REPRESENTATITVES
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT (INCLUDING ANY SCHEDULE), THE JCC PROVIDES THE OFFERINGS ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE JCC AND ITS REPRESENTATIVES MAKE NO OTHER REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, AS TO, ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING ANY SCHEDULE) OR THE OFFERINGS. THE JCC AND ITS REPRESENTATIVES DO NOT REPRESENT OR WARRANT THAT THE OFFERINGS WILL MEET ANY OR ALL OF SIGNATORY’S REQUIREMENTS, ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE OFFERINGS, THAT THE OFFERINGS WILL MEET SIGNATORY’S EXPECTATIONS OR THAT THE OFFERINGS WILL OPERATE ERROR-FREE OR UNINTERRUPTED.
8. TERMINATION
The JCC may terminate this Agreement or any Schedule for any reason, with or without cause, upon ten (10) days’ notice to Signatory.
9. DISPUTE RESOLUTION
In the event any dispute, disagreement, controversy, claim or allegation arises between the Parties concerning the interpretation of this Agreement or any Schedule or any part of it (collectively, a “Dispute”), the Parties will resolve the Dispute via arbitration in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, Chapter 17 (Ontario), as amended from time to time, and subject to the following stipulations.
Each Party shall bear its own costs in conjunction with the arbitration;
The arbitration will be before a single arbitrator;
The language of the arbitration shall be English;
The arbitration shall take place in the Greater Toronto Area, Ontario unless otherwise agreed in writing by the Parties; and
The decision of the arbitrator shall be final and binding and may be enforced in the same manner as a judgment or order to the same effect.
For greater clarity, there shall be no appeal of the award of the arbitrator on any question of fact, law or mixed fact and law.
10. GENERAL
10.1 Agency
Nothing contained in this Agreement or any Schedule shall be deemed or construed as creating a joint venture, partnership, agency, employment, or fiduciary relationship between the Parties.
10.2 Amendments
No amendment or modification of this Agreement or any Schedule will be effective unless set forth in writing and duly signed by the Signatory and an authorized representative of the JCC.
10.3 Assignment
Signatory shall not assign all or any part of this Agreement or any Schedule without the prior written consent of the JCC.
10.4 Compliance with Applicable Laws
Each Party agrees to fully comply with all applicable laws.
10.5 Counterparts
This Agreement, including any Schedules, may be executed in one or more counterparts, including by electronic or facsimile transmission, each of which when executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement.
10.6 Entire Agreement
This Agreement, including any Schedules, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, proposals, understandings, letters of intent, negotiations and discussions between the Parties, whether oral or written. For greater certainty, this Agreement includes all Schedules executed between the Parties that refer to this Agreement, whether such Schedules are executed on or after the Effective Date of this Agreement.
10.7 Force Majeure
The JCC shall not be deemed to be in breach of this Agreement (or any Schedule) for any failure or delay in performance caused by reasons beyond its reasonable control, including an event of fire, flood, storm, earthquake, power outage, explosion or other casualty, nature disaster, accident or act of God, war or other violence, revolution, riot, insurrection, civil commotion, national emergency, act of terrorism, lockout, freight embargo, labour unavailability, dispute, disruption or stoppage, pandemic, epidemic, governmental action, or Internet or telecommunications failures (each, a “Force Majeure Event”). The JCC shall use commercially reasonable efforts to provide Signatory with notice upon the occurrence of a Force Majeure Event that detrimentally impacts its performance, and to remedy the Force Majeure Event and otherwise perform its obligations within a reasonable period of time.
10.8 Governing Law
This Agreement (including any Schedules) shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Subject to Section 12 (Dispute Resolution) and Section 13.11 (Survival), the Parties attorn irrevocably to the exclusive jurisdiction of the courts of the Province of Ontario for the conduct of any legal proceedings under, or related to, this Agreement (including any Schedules).
10.9 Interpretation
In this Agreement (including any Schedules): (i) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (ii) all usage of the words “including” or “include” or the phrase “e.g.” shall mean “including (or includes), without limitation”; and (iii) the division of this Agreement into separate sections and subsections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement. No provision of this Agreement, including any Schedule, shall be interpreted against any party merely because that party or its legal representative drafted the provision.
10.10 Severability
The provisions of this Agreement (including any Schedules) will be deemed severable, and the invalidity or unenforceability of any provision hereof, including the invalidity of Section 12 (Dispute Resolution) should it be contrary to s. 7(2) of the Consumer Protection Act, 2002, S.O. 2002, will not affect the validity or enforceability of the other provisions of this Agreement.
10.11 Survival
Those sections which by their nature are intended to survive termination, including Section 3 (Privacy), Section 4 (Payment of Fees), Section 6 (Media Release), Section 7 (Waiver of Moral Rights), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Representations and Warranties), Section 12 (Dispute Resolution), and Section 13 (General) will remain in full force and effect following the expiration or termination of this Agreement.