Paragon Testing Enterprises

UBC Logo

General Terms of Service

Paragon™ Testing Enterprises

General Terms of Service

Last Updated:  June 12, 2015.

PLEASE CAREFULLY READ THESE GENERAL TERMS OF SERVICE BEFORE REGISTERING FOR A PARAGON ACCOUNT OR SUBMITTING AN ORDER FOR PARAGON PRODUCTS OR SERVICES. THESE GENERAL TERMS OF SERVICE ARE A BINDING CONTRACT THAT GOVERNS PARAGON PRODUCTS AND SERVICES, EXEMPTS PARAGON AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, SPECIFIES THE JURISDICTION FOR RESOLUTION OF DISPUTES, AND CONTAINS OTHER IMPORTANT PROVISIONS.

BY REGISTERING FOR AN ACCOUNT OR SUBMITTING AN ORDER FOR PARAGON PRODUCTS OR SERVICES, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THE MOST CURRENT VERSION OF THESE GENERAL TERMS OF SERVICE. IF YOU DO NOT ACCEPT AND AGREE TO THE MOST CURRENT VERSION OF THESE GENERAL TERMS OF SERVICE, YOU MAY NOT REGISTER FOR A PARAGON ACCOUNT OR SUBMIT AN ORDER FOR PARAGON PRODUCTS OR SERVICES.

1.                   Binding Contract:  These General Terms of Service are a binding legal agreement between you and Paragon Testing Enterprises Inc. (“Paragon”) regarding the products and services provided by Paragon (collectively “Products and Services” and each a “Product” or “Service”, as applicable). By registering for a Paragon account or submitting an order for a Product or Service, you acknowledge and signify that you have read, understood, and agreed to the most current version of these General Terms of Service. If you do not accept and agree to the most current version of these General Terms of Service, you may not register for a Paragon account or submit an order for a Product or Service.

2.                   Other Service Terms:  Products and Services may be subject to additional terms and conditions (collectively the “Service Terms”), which are available on Paragon’s websites at www.paragontesting.ca, www.lpitest.ca, www.cael.ca and www.celpip.ca (collectively the “Websites” and each a “Website”). If there is a conflict or inconsistency between these General Terms of Service and any Service Terms, then the Service Terms will take priority and govern regarding the specific Product or Service to which they apply, and these General Terms of Service will take priority and govern regarding all other matters.

3.                   Changes:  Paragon in its discretion may change these General Terms of Service or the Service Terms at any time by posting the changed General Terms of Service or Service Terms (as applicable) on the Websites. The changed General Terms of Service or Service Terms (as applicable) are effective immediately upon posting on a Website, unless the changed General Terms of Service or Service Terms expressly state otherwise. It is your responsibility to check the “Last Updated” date at the top of these General Terms of Service and the Service Terms and review any changes since the previous version. By submitting an order for a Product or Service, you signify your acceptance and agreement to the then-current General Terms of Service and Service Terms (as applicable). You may not change, supplement or amend these General Terms of Service or any Service Terms in any manner.

4.                   Permissible Customers:  You may not register for a Paragon account or submit an order for any Product or Service if you are under the age of majority in the jurisdiction in which you live (which in most jurisdictions is either 18 or 19 years of age) or if you cannot form a legally binding contract. If you are under the age of majority, then your parent or legal guardian may register a Paragon account on your behalf and submit orders for Products and Services on your behalf. You may not register for a Paragon account or submit an order for any Product or Service if you do not accept these General Terms of Service or the applicable Service Terms, if you breach these General Terms of Service or any Service Terms, if you are located in a jurisdiction where access to or use of a Product or Service or any of the Websites is prohibited by law, or if Paragon has prohibited you from registering for a Paragon account or ordering a Product or Service. Notwithstanding the foregoing or any other provision of these General Terms of Service, Paragon reserves the right in its discretion and for its sole convenience to refuse to provide Products and Services to you or any other person.

5.                   Communications:  You authorize Paragon to: (a) accept communications it receives from you by means of the Websites or email as if those communications had been given directly by you in writing and signed by you; (b) disclose your communications to Paragon’s affiliates and services providers; and (c) respond to your communications through the Websites, by email or other means of communication as Paragon considers appropriate. Communications that you send to Paragon are not effective unless and until they are processed by the responsible Paragon representative. Paragon may refuse to process communications that you send to Paragon, or may reverse the processing of any communications that you send to Paragon, at any time in Paragon’s discretion and without any notice or liability to you or any other person, including if Paragon believes the communication to be fraudulent or unlawful or defective, inaccurate or incomplete due to a technical malfunction.

6.                   Personal Information Privacy:  By accepting these General Terms of Service you consent to the collection, use, retention, disclosure and deletion of your personal information in accordance with Paragon’s Privacy Policy (available on the Websites) as amended from time to time and as otherwise permitted by applicable law.

7.                   Permitted Use of Products and Services:  Subject to these General Terms of Service and all applicable laws, you may use Products and Services for your own lawful, personal, non-commercial purposes only, only in the manner permitted by these General Terms and Conditions and subject to all applicable Service Terms. Use of a Product or Service for any other purpose or in any other manner is strictly prohibited.

8.                   Transactions:

(a)                 Misprints/Errors:  Paragon endeavours to provide current and accurate information on the Websites, but misprints, errors, inaccuracies, omissions (including incorrect details for a Product or Service) and other errors may sometimes occur. Paragon reserves the right to correct any misprint, error, inaccuracy or omission at any time without prior notice or liability to you or any other person, and change at any time the Products and Services (including available Test sessions) advertised on the Websites, the prices, fees, charges and specifications of those Products and Services and any other Website content, all without any notice or liability to you or any other person. If you submit an order for a Product or Service for which incorrect information was displayed on a Website, Paragon will provide you with a reasonable opportunity to cancel your order.

(b)                 Availability:  Products and Services advertised on a Website may not be available when ordered or thereafter. If you order a Product or Service that is not available, Paragon will notify you by email. Paragon reserves the right in its discretion to refuse to accept or cancel any order you submit and to limit quantities available for sale or sold to you.

(c)                 Prices:  All prices and other amounts appearing on a Website are quoted in Canadian dollars, unless expressly indicated otherwise. Paragon reserves the right to change prices advertised on a Website at any time. The total price of your order will include the price of the ordered Products and Services plus all applicable delivery charges, handling charges and taxes. The price, applicable taxes and charges will appear on the completed order form, and will be charged to your specified payment service when your order is accepted by Paragon.

(d)                 Orders:  The advertisements on the Websites are invitations to make offers to purchase Products and Services and are not offers to sell. Your properly completed and delivered order constitutes your offer to purchase the Products and Services referenced in the order. Your order will be deemed accepted by Paragon when Paragon processes payment for your order or sends (by email) an order acceptance notice to you, whichever is sooner.

(e)                 Order Cancellation:  Because Paragon endeavours to fill orders quickly, you may not cancel an order except in accordance with Paragon’s Transfer and Cancellation Policy, as revised by Paragon from time to time, which is available on the Websites.

(f)                  Payment:  You may pay for your purchases with the payment methods specified on the applicable Website. Paragon obtains payment pre-approval from your payment service when your order is processed. The purchase payment will be charged to your payment service if and when your order is processed. Except as expressly set forth in these General Terms of Service or applicable Service Terms or otherwise required by applicable law, pre-paid fees are not refundable under any circumstances.

(g)                 Delivery:  Paragon will deliver Products to you electronically or by physical shipment, as specified in your applicable accepted order.

9.                   Proprietary Rights:

(a)                 Ownership:  Products and Services and all related proprietary rights (including copyright and other intellectual property rights) are owned solely by Paragon and its licensors, and are protected by Canadian and international copyright and other intellectual property laws. You will not copy, reproduce, republish, translate, upload, post, publicly display, transmit, communicate or make available to the public, or otherwise disclose or distribute any Product or Service, in whole or in part, in any way or for any purpose whatsoever. Your purchase or use of a Product or Service does not transfer to you any right, title or interest in, to or associated with the Product or Service.

(b)                 Trademarks:  PARAGON, CELPIP, CELPIT, CELTOP, CELL, LPI, CANADIAN ENGLISH LANGUAGE PROFICIENCY INDEX TEST, LANGUAGE PROFICIENCY INDEX, CANADIAN ENGLISH LANGUAGE PROFICIENCY INDEX PROGRAM, CAEL, CANADIAN ACADEMIC ENGLISH LANGUAGE ASSESSMENT and related logos are registered or unregistered trademarks and service marks owned or licensed by Paragon. Any unauthorized use of those trademarks is strictly prohibited, and nothing on a Website or in these General Terms of Services or any Service Terms will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those trademarks and service marks.

(c)                 Feedback:  If you give to Paragon any feedback (including any comments, ideas or suggestions for corrections, enhancements or improvements) regarding a Product, Service or Website, then Paragon and its successors, assigns and licensees may use the feedback for any and all purposes (including to support, maintain and improve Products, Services and Websites) without providing any compensation or attribution to you or any other person.

(d)                 Reservation:  All rights not expressly granted by these General Terms of Service or any Service Terms are reserved by Paragon.

10.                Accounts:

(a)                 General:  To access and use certain features of a Website, Paragon may require that you register with Paragon, have a valid and subsisting account with Paragon (an “Account”), and use a valid user name and password that complies with Paragon’s technical requirements and policies (collectively “Credentials”).

(b)                 Restrictions/Requirements:  You may have only one (1) Account. Except as expressly set forth in sections 10(f) and 12: (i) you may not create an Account for any other person; and (ii) your Account and Credentials are personal to you and may not be shared with or use by any other person. You are fully responsible and liable for maintaining the confidentiality of your Account and Credentials and for any and all use and misuse of your Account and Credentials (including all transactions using your Account or Credentials) and for all resulting loss and damage.

(c)                 Notices:  You will immediately notify Paragon by email to info@paragontesting.ca if you discover any unauthorized use of your Account or if you know or suspect that your Credentials have been lost or stolen or become known to or used by any other person.

(d)                 Reliance/Verification:  Paragon may act upon any communication that is given through your Account or by using your Credentials. Paragon is not under any obligation to verify the actual identity or authority of any person using your Account or Credentials, but Paragon in its discretion may at any time require verification of the identity of any person seeking to access your Account and may deny access to and use of your Account if Paragon is not satisfied with the verification.

(e)                 Cancellation/Suspension/Termination:  Paragon in its discretion may cancel or suspend your Account or reject, revoke or require that you change or renew your Credentials at any time without notice or liability to you or any other person, including if your Account is inactive. If your Account is suspended, cancelled or terminated by Paragon, you may not create another Account without Paragon’s express prior written consent.

(f)                  Accounts for Children:  You may create an Account for a child for whom you are the parent or legal guardian, and in those circumstances you and your child are jointly and severally responsible and liable for the Account and related Credentials.

11.                Accurate Information:  To create an Account or to order a Product or Service, Paragon may require that you provide certain information about yourself (including your legal name, residential address, email address, other contact information and in some instances details of your government-issued identification documents) and payment information. You represent and warrant that all information you provide to Paragon is true, accurate, current and complete, and that you will update the information from time to time so that it remains true, accurate, current and complete. Paragon will rely on the information that you provide. Paragon is not under any obligation to verify the truth, accuracy, currency or completeness of any information you provide, but Paragon may do so in its discretion, and you hereby consent to Paragon making reasonable inquiries as Paragon considers appropriate to verify the information you provide. You hereby authorize Paragon to create and permanently retain records of all information that you provide to Paragon and all communications between you and Paragon and to use, retain and disclose that information as reasonably necessary to provide Products and Services and to otherwise perform Paragon’s obligations and exercise Paragon’s rights under these General Terms of Service and applicable Service Terms. You are solely responsible and liable for all loss, damage and expense that you, Paragon or any other person may suffer or incur as a result of your submission of any false, inaccurate, out of date or incomplete information, your failure to promptly update your information if it changes, or any other breach of your obligations under this section 11.

12.                Authorized Representatives:

(a)                 General:  Paragon in its discretion may permit you to use procedures prescribed by Paragon to appoint another person or legal entity (an “Authorized Representative”) to act as your agent and representative in all dealings with Paragon, including for purposes of creating, administering and using your Account, submitting and processing your orders for Products and Services and related transactions, and exchanging on your behalf documents and information (including your confidential information, personal information and test scores) with Paragon.

(b)                 Authorization/Responsibility:  By appointing your Authorized Representative in accordance with Paragon’s prescribed procedures, you authorize Paragon to deal with your Authorized Representative as your authorized agent and representative for all purposes unless and until your appointment of your Authorized Representative is terminated as set forth in section 12(c). Without limiting the generality of the foregoing in this section 12(b), you hereby acknowledge and agree that: (i) your Authorized Representative may accept and agree on your behalf to all of Paragon’s applicable customer agreements and policies (including these General Terms of Service and all applicable Service Terms), as amended from time to time; and (ii) you are bound by, and fully responsible and liable for, all acts and omissions (including wrongful conduct and use of your confidential or personal information or your Account) by or on behalf of your Authorized Representative.

(c)                 Termination:  You or your Authorized Representative may terminate the Authorized Representative’s status at any time using the online procedures prescribed by Paragon from time to time or by sending an email to info@paragontesting.ca. A termination request submitted by you or your Authorized Representative will not be effective unless and until the request is actually received and processed by Paragon’s personnel. Paragon in its discretion may terminate your Authorized Representative’s status at any time without any prior notice to you or the Authorized Representative. If your Authorized Representative’s status is terminated, then you alone will have control over your Account (in accordance with applicable procedures prescribed by Paragon in its discretion from time to time) and Paragon will no longer accept your Authorized Representative’s orders or requests on your behalf.

13.                Disclaimers, Liability Exclusions/Limitations, and Indemnity:

(a)                 GENERAL DISCLAIMER:  YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION AND USE OF PRODUCTS AND SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND YOU USE PRODUCTS AND SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRODUCTS AND SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO: ACCURACY, ACCESSIBILITY, AVAILABILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE, PERFORMANCE, QUALITY, RESULTS, SUITABILITY, SECURITY, TIMELINESS, TITLE, TRUTHFULNESS, QUIET ENJOYMENT, UNINTERRUPTED SERVICE, OR WORKMANLIKE EFFORT; ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY PARAGON TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, PARAGON DOES NOT REPRESENT OR WARRANT THAT PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF PARAGON WILL CREATE ANY LEGALLY BINDING OR EFFECTIVE REPRESENTATION, WARRANTY, CONDITION OR PROMISE.

(b)                 LIABILITY EXCLUSIONS/LIMITATIONS: NOTWITHSTANDING ANY OTHER PROVISION OF THESE GENERAL TERMS OF SERVICE OR ANY SERVICE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (1) IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL PARAGON GROUP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PERSONAL INJURY, EMOTIONAL DISTRESS, OR ANY DAMAGE OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA OR INFORMATION, LOSS OF USE, LOSS OF PRIVACY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF PRODUCTIVITY, OR ANY OTHER COMMERCIAL DAMAGE OR LOSS) ARISING FROM, CONNECTED WITH, OR RELATING TO PRODUCTS AND SERVICES (INCLUDING YOUR USE OR INABILITY TO USE PRODUCTS AND SERVICES) OR ANY RELATED MATTER; AND (2) IF NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THESE GENERAL TERMS OF SERVICE OR ANY SERVICE TERMS PARAGON GROUP IS LIABLE TO YOU OR ANY OTHER PERSON, THEN IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL PARAGON GROUP’S TOTAL AGGREGATE LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO PRODUCTS AND SERVICES OR ANY RELATED MATTER EVER EXCEED THE LESSER OF: (A) THE FEE THAT YOU ACTUALLY PAID TO PARAGON FOR THE RELEVANT PRODUCT OR SERVICE; AND (B) CDN$50.00. THIS SECTION 13(b) APPLIES TO LOSS AND DAMAGE HOWEVER CAUSED AND TO LIABILITY UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STATUTE AND STRICT LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY PARAGON OR ANY PERSON FOR WHOM PARAGON IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE YOU OR ANY OTHER PERSON FOR THE LOSS AND DAMAGE OR THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR PARAGON KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS OR DAMAGE BEING INCURRED.

(c)                 EXCEPTIONS:  THE LAWS IN SOME JURISDICTIONS PROHIBIT OR LIMIT THE DISCLAIMER OF CERTAIN WARRANTIES AND CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES, AND SO THE DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS IN THESE GENERAL TERMS OF SERVICE MIGHT NOT APPLY TO YOU.

(d)                 INDEMNITY:  YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS PARAGON GROUP FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING LEGAL FEES), CLAIMS, COMPLAINTS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, OBLIGATIONS AND LIABILITIES (INCLUDING LEGAL FEES AND EXPENSES AND SETTLEMENT PAYMENTS) ARISING FROM, CONNECTED WITH OR RELATING TO YOUR USE OF PRODUCTS AND SERVICES OR YOUR NEGLIGENCE, MISCONDUCT, OR BREACH OF THESE GENERAL TERMS OF SERVICE OR ANY APPLICABLE SERVICE TERMS. NOTWITHSTANDING THE FOREGOING, PARAGON GROUP RETAINS THE RIGHT TO PARTICIPATE IN THE DEFENSE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD PARTY CLAIM, COMPLAINT, DEMAND, ACTION, SUIT OR PROCEEDING WITH COUNSEL OF THEIR OWN SELECTION AT THEIR SOLE COST AND EXPENSE.

(e)                 DEFINITION:  IN THIS SECTION 13, “PARAGON GROUP” MEANS PARAGON AND EACH OF PARAGON’S LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND CORPORATE PARENTS AND AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, DISTRIBUTORS AND REPRESENTATIVES, JOINTLY AND SEVERALLY.

14.                Suspension/Termination:

(a)                 Suspension:  Paragon in its discretion may immediately suspend or restrict your Account and your permission to order Products and Services at any time without notice or liability to you or any other person.

(b)                 Termination:  These General Terms of Service as they apply to you are effective unless and until terminated as set forth in this section 14(b). You may terminate these General Terms of Service as they apply to you by permanently closing/deactivating your Account (if any) and giving written notice of termination to Paragon by email at info@paragontesting.ca. Paragon in its discretion may for its sole convenience terminate these General Terms of Service at any time by giving a notice of termination to you or by permanently closing/deactivating your Account.

(c)                 Consequences of Termination:  Notwithstanding any other provision of these General Terms of Service, the obligations and liabilities you incur prior to termination of these General Terms of Service will survive termination, and sections 2, 5, 6, 7, 8, 9, 10(e), 12(b), 11, 13, 14(c) and 15 of these General Terms of Service (and all other provisions of these General Terms of Service necessary to their interpretation or enforcement) will survive termination and continue to apply and be binding upon you and Paragon.

15.                General Matters:

(a)                 Governing Law:  These General Terms of Service, the Service Terms, Products and Services, the relationship between you and Paragon, and all related matters will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods.

(b)                 Disputes:  The courts of British Columbia, Canada sitting in the city of Vancouver, British Columbia, Canada will have original and exclusive jurisdiction over any and all disputes arising from, connected with or relating to these General Terms of Service, the Service Terms, the Websites, Products and Services, the relationship between you and Paragon or any related matter, and you and Paragon each hereby unconditionally and irrevocably submit and attorn to the original and exclusive jurisdiction of those courts regarding those disputes.

(c)                 Notices:  Paragon may deliver notices to you by email or postal mail to any of the addresses that you provide to Paragon (including when you subscribe for your Account or when you submit an order for a Product or Service). You are solely responsible for ensuring that your email addresses on file with Paragon are and remain current and correct throughout the term of these General Terms of Service, and you will promptly give notice to Paragon of any change to your email addresses. You will give all notices under these General Terms of Service or any Service Terms to Paragon in writing delivered by email to Paragon at the following email address: info@paragontesting.ca.

(d)                 Force Majeure:  Notwithstanding any other provision of these General Terms of Service or any Service Terms, Paragon will not be liable for any delay in performing, or failure to perform, any of its obligations under these General Terms of Service or any Service Terms to the extent performance is delayed or prevented due to any cause or causes that are beyond Paragon’s control. Any delay or failure of that kind will not be a breach of these General Terms of Service or any Service Terms by Paragon, and the time for Paragon’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.

(e)                 Miscellaneous:  You and Paragon are non-exclusive, independent contracting parties, and nothing in these General Terms of Service or any Service Terms or done pursuant to these General Terms of Service or any Service Terms will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between you and Paragon. Upon request by Paragon, you will execute all further documents and instruments and do all further things as may be reasonably necessary to implement and carry out the provisions and intent of these General Terms of Service and applicable Service Terms. No consent or waiver by Paragon to or of any breach by you of these General Terms of Service or any Service Terms will be effective unless the consent or waiver is confirmed in a document that is signed by Paragon or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. Paragon’s rights and remedies under these General Terms of Service and the Service Terms are cumulative and not exhaustive or exclusive of any other rights or remedies to which Paragon may be lawfully entitled under these General Terms of Service or any Service Terms or at law, and Paragon will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively. If any provision of these General Terms of Service or any Service Terms is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from these General Terms of Service or the Service Terms (as applicable) and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these General Terms of Service or the Service Terms (as applicable) would fail in their essential purpose. You may not assign these General Terms of Service or any Service Terms or any of your rights, licenses, duties or obligations under these General Terms of Service or any Service Terms. Paragon in its discretion may assign these General Terms of Service and the Service Terms and any or all of Paragon’s rights, licenses, duties and obligations under these General Terms of Service and the Service Terms. Paragon may engage subcontractors to perform Paragon’s obligations under these General Terms of Service and the Service Terms. The provisions of these General Terms of Service and applicable Service Terms will enure to the benefit of and be binding upon you and Paragon and your respective successors, permitted assigns and personal representatives.

(f)                  Interpretation:  In these General Terms of Service and applicable Service Terms (each a “Contract Document”): (i) a reference to the Contract Document refers to the Contract Document as a whole and not just to the particular provision in which the reference appears; (ii) a reference in a Contract Document to a section by number is a reference to the appropriate section in the Contract Document; (iii) headings are for reference only and do not define, limit or enlarge the scope or meaning of the Contract Document or any of its provisions; (iv) words importing the singular number only include the plural and vice versa; (v) words importing a gender include both genders; (vi) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society, and any other legal entity; (vii) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (viii) “law” includes common law, equity, statutes and regulations, and reference to a specific law includes all regulations made under the law and all amendments to, or replacements of, the law or any regulation made under the law in force from time to time; and (ix) “discretion” or any variation thereof means a person’s sole, absolute and unfettered discretion.

(g)                 Complete Agreement/Governing Language:  These General Terms of Service and all applicable Service Terms together set forth the entire agreement between you and Paragon regarding the subject matter of these General Terms of Service and the Service Terms (including Products and Services), and supersede all prior or contemporaneous communications, representations, negotiations, discussions, agreements, or understandings, whether oral or written, with respect to the subject matter of these General Terms of Service and the Service Terms. Except as expressly set forth in these General Terms of Service, these General Terms of Service and the Service Terms may not be modified except by a written document that expressly states that it is an amendment to these General Terms of Service or the Service Terms (as applicable) and is signed by an authorized representative of Paragon. You and Paragon have expressly requested and required that these General Terms of Service and all Service Terms and all related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais. Subject to applicable law, any non-English translation of these General Terms of Service or any Service Terms provided by Paragon is for convenience only, and if there is a conflict or inconsistency between the English version and a non-English translation then the English version will take priority and govern.

 

If you have any questions or comments regarding these General Terms of Service or any Service Terms, please contact Paragon at info@paragontesting.ca.