Terms of Use

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 any and all associated websites, applications, and social media accounts owned and operated by Kimberfire Inc. (“Kimberfire”, “us”, “we”, “our”, or words of like meaning) (collectively, this “Site”) and the Content (as defined herein) and Products and Services (as defined herein) are made available to you subject to your compliance with these terms and conditions of use and our Privacy Policy (together, these “Terms of Use”).

    THESE TERMS OF USE CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND KIMBERFIRE. BY ACCESSING OR USING THIS SITE, THE CONTENT, OR ANY PRODUCTS AND 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 KIMBERFIRE 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 PRODUCTS AND SERVICES OR ANY PORTION THEREOF.

  2. Modifications. Kimberfire 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 Products and Services.

  3. Content. This Site contains content provided by Kimberfire and third parties, including product and service descriptions and images, editorial content, profiles, articles, publications, pictures, videos, information, advice, opinions, and other materials (the “Content”), including descriptions and images of, and access to, Kimberfire products and services (the “Products and Services”).

  4. 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.

  5. Your Content. This Site may allow for you to share, upload, or provide content to this Site or Kimberfire (“Your Content”). By uploading or providing Your Content to this Site or Kimberfire, you represent and warrant to and in favour of Kimberfire that you have all necessary rights and licences to do so. Kimberfire 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.

  6. 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 or Kimberfire, you automatically grant Kimberfire 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 Kimberfire may assign, transfer, or sub-license Your Licence to any person, including its affiliates and successors, without any further approval by you.

  7. Prohibited Content. You agree to not post, provide, upload, or otherwise share any of Your Content to this Site that:
  8. (a) contains language or imagery that could be deemed offensive or is reasonably likely to harass, upset, embarrass, alarm, or annoy any other person;

  9. (b) is obscene, pornographic, violent, or that otherwise may offend human dignity;

  10. (c) is abusive, insulting, threatening, discriminatory, or that promotes or encourages racism, sexism, hatred, or bigotry;

  11. (d) is inaccurate, incomplete, or misleading or includes advice or guidance that is negligent or fraudulent;

  12. (e) encourages any illegal activity (including terrorism) or incites racial hatred or the submission of which in itself constitutes committing a criminal offence;

  13. (f) is defamatory or libellous;

  14. (g) relates to commercial activities, including sales, competitions and advertising, or links to other websites or premium line telephone numbers;

  15. (h) involves the transmission of “junk” mail or “spam”;

  16. (i) 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 Kimberfire or otherwise;

  17. (j) itself, or the posting of which, infringes any person’s rights, including intellectual property rights and privacy rights; or

  18. (k) shows or includes the image of an individual if such image was created or distributed without that individual’s express consent.

  19. Feedback. We welcome and encourage you to provide feedback, comments, suggestions, ideas, and materials for improvement to this Site, the Content, and the Products and Services (“Feedback”). You may submit Feedback by contacting us via email at info@kimberfire.com or via the Contact 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 Kimberfire 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 Kimberfire may assign, transfer, or sub-license the above licence to any person, including its affiliates and successors, without any further approval by you.

  20. Communications Not Confidential. Kimberfire does not guarantee the confidentiality of any communications made by you via email or otherwise by way of or in connection with this Site. Any email communications made by you via email or otherwise by way of or in connection with this Site will be at your own risk and liability.

  21. 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 agreed to in writing by Kimberfire, subject to these Terms of Use, Kimberfire 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 Kimberfire 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 Kimberfire Property. All rights not expressly granted by Kimberfire are expressly reserved by Kimberfire.

  22. Linking and Social Media. This Site may, for convenience, provide links to Kimberfire’s social media accounts, including Facebook, Instagram, LinkedIn, Pinterest, Twitter, and YouTube (“Kimberfire Social Media”). You acknowledge and agree that, to the extent that you access and use Kimberfire Social Media:

  23. (a) any and all references in these Terms of Use to this Site will refer to and include Kimberfire Social Media;

  24. (b) your access to, and use of, Kimberfire 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”);

  25. (c) 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 Kimberfire Social Media, the terms and conditions of such Third-Party Provider may govern to the extent necessary to resolve such conflict or inconsistency;

  26. (d) Kimberfire Social Media may contain content of third parties that may not be subject to the control of Kimberfire; and

  27. (e) if you choose to access any Kimberfire Social Media, you do so entirely at your own risk and liability.

  28. Linking and Third-Party Sites. This Site may, for convenience, provide links to websites or applications of third parties (each, a “Third-Party Site”). You acknowledge and agree that:

  29. (a) the content of Third-Party Sites is not provided by nor under the control of Kimberfire;

  30. (b) Kimberfire does not endorse or republish any content of any Third-Party Sites 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 Sites or the content thereon;

  31. (c) where you provide a link to this Site from another website, Kimberfire reserves the right to disable or require you to disable such link; and

  32. (d) if you choose to access a Third-Party Site, you do so entirely at your own risk and liability.

  33. Trademarks. Any and all trademarks, corporate names, business names, and other trade names of Kimberfire, including KIMBERFIRE®, A BRILLIANT WAY TO BUY A DIAMOND®, and A BRILLIANT WAY TO BUY AN ENGAGEMENT RING® and any and all logo, word script, and design versions thereof, in each case whether registrable or not, owned, or used by Kimberfire are trademarks of Kimberfire and/or its affiliates (the “Kimberfire Marks”). Other trademarks, service marks, graphics, and logos used in connection with Kimberfire 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 Kimberfire Marks, or any use thereof.

  34. Kimberfire Property.
  35. (a) “Kimberfire Property” means this Site and the Kimberfire Marks and any and all related: (i) Content and Products and Services; (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 audio-visual works; (vi) selections, arrangements, compilations, modifications, and enhancements of any of the foregoing; (vii) software, including scripts and program code, including that may execute on this Site’s servers or that may be embedded or downloadable from individual web pages on this Site; (viii) look and feel, architecture, interface, templates, layout, and web pages; and (ix) intellectual property rights in any of the foregoing.

  36. (b) You acknowledge and agree that all Kimberfire Property is protected by copyright and owned by, or licensed to, Kimberfire and contains proprietary information and material owned by Kimberfire or its licensors, and is protected by applicable law, including copyright law. Any and all copyrights in and to any Kimberfire Property, including the compilation of content, postings, links to other Internet resources, and descriptions of those resources and related software, are owned by Kimberfire and/or its licensors, who in each case expressly reserve all their rights in law and equity.

  37. (c) The use of any part of Kimberfire Property, except as expressly permitted pursuant to these Terms of Use, is strictly prohibited and infringes on the intellectual property rights of Kimberfire and others and may subject you to civil and criminal penalties, including monetary damages, for copyright infringement.

  38. (d) Kimberfire and its licensors reserve the right to change, suspend, remove, or disable access to any Kimberfire Property at any time without notice. You acknowledge and agree that, in no event will Kimberfire be liable for making any such changes. Kimberfire may impose limits on the use of or access to certain features or portions of Kimberfire Property, in any case and without notice or liability. You acknowledge and agree that, in no event will Kimberfire be liable for imposing any such limits.

  39. (e) To seek permission in respect of any activity involving Kimberfire Property that is not expressly permitted by these Terms of Use, please contact us via email at info@kimberfire.com or via the Contact page of this Site.

  40. Prohibited Activities. You may not access this Site or any other Kimberfire 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 agreed to in writing by Kimberfire, you will not access or use any Kimberfire Property for any purpose that is outside the scope of the Permitted Uses or that violates the rights of Kimberfire, any Kimberfire personnel, or any other person. Without limiting the foregoing, unless and only to the extent otherwise expressly agreed to in writing by Kimberfire, you will not, directly or indirectly, on your own or with any other person, in any manner whatsoever:

  41. (a) exploit any Kimberfire Property (in whole or in part), including by trespass or burdening network capacity;

  42. (b) reproduce any Kimberfire Property (in whole or in part) in any form or by any means;

  43. (c) make available, distribute, display, post, disseminate, publish, republish, transmit, re-transmit, communicate to the public, or broadcast any Kimberfire Property (in whole or in part);

  44. (d) 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 Kimberfire Property (in whole or in part);

  45. (e) scrape, whether by way of screen scraping or database scraping, any Kimberfire Property (in whole or in part) or engage in any other activity intended to collect, store, reorganize, summarize, or manipulate any Kimberfire Property (in whole or in part), whether by an automatic program or a manual process;

  46. (f) sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to any Kimberfire Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;

  47. (g) decompile, disassemble, reverse engineer, or otherwise exploit any Kimberfire Property (in whole or in part), its architecture or the underlying software or code;

  48. (h) sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to any Kimberfire Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;

  49. (i) dilute, tarnish, or otherwise harm the Kimberfire brand or reputation in any way, including through unauthorized use of any Kimberfire Property, registering or using Kimberfire 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 Kimberfire’s domains, trademarks, taglines, promotional campaigns, or any other Kimberfire Property;

  50. (j) access or use this Site or any other Kimberfire 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;

  51. (k) access or use this Site or any other Kimberfire Property (in whole or in part) for any purpose that violates the rights of Kimberfire or any other Person;

  52. (l) access or use any portion of this Site or other Kimberfire Property that is not expressly authorized for use by you;

  53. (m) access or use this Site or any Kimberfire Property (in whole or in part) for any purpose or in any manner that falsely implies the endorsement of Kimberfire, a partnership with Kimberfire, or otherwise misleads others as to your affiliation or relationship with Kimberfire;

  54. (n) 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;

  55. (o) 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;

  56. (p) 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;

  57. (q) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Kimberfire or any person for or on behalf of Kimberfire to protect this Site;

  58. (r) 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

  59. (s) 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.

  60. Privacy. For information about how Kimberfire collects, uses, and shares your personal information, please review our Privacy Policy.

  61. DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT:
  62. (a) THIS SITE AND ANY AND ALL CONTENT (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS) ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER;

  63. (b) UNLESS AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY STATED ON AN INVOICE, THERE ARE NO WARRANTIES OR CONDITION OF ANY KIND WHATSOEVER IN RESPECT OF ANY PRODUCTS AND SERVICES;

  64. (c) ACCESS TO, AND USE OF, THIS SITE OR ANY CONTENT (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS) IS ENTIRELY AT YOUR OWN RISK AND LIABILITY;

  65. (d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIMBERFIRE 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 (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS), INCLUDING 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 ANY CONTENT WILL MEET ANY PERSON’S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE UNINTERRUPTED OR ERROR-FREE;

  66. (e) UNLESS AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY STATED ON AN INVOICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIMBERFIRE DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) AND ANY AND ALL LIABILITY WITH RESPECT TO ANY AND ALL PRODUCTS AND SERVICES, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND RELATED RIGHTS, OR THAT ANY PRODUCTS AND SERVICES WILL MEET ANY PERSON’S NEEDS OR WILL BE ERROR-FREE;

  67. (f) KIMBERFIRE WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ERRORS, OMISSIONS, OR INACCURACIES IN THIS SITE OR ANY CONTENT (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS);

  68. (g) KIMBERFIRE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THIS SITE OR ANY CONTENT 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;

  69. (h) KIMBERFIRE 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; AND

  70. (i) KIMBERFIRE 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 KIMBERFIRE 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.

  71. 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 Products and Services may be a violation of criminal and/or civil laws and should such an attempt be made, Kimberfire reserves the right to seek damages from you to the maximum extent permitted by law.

  72. Indemnity. You agree to indemnify, defend, and hold Kimberfire 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:

  73. (a) 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;

  74. (b) Your Content;

  75. (c) your reliance upon or any use of or any actions or omissions by you in reliance upon any Content or Products and Services (in whole or in part), including any answers or responses to your questions;

  76. (d) any loss of, damage to, or destruction of Kimberfire Property or the property of any other person;

  77. (e) personal injury (including death) in connection with this Site, the Content, or Products and Services to the extent caused by you; or

  78. (f) your negligence, fraud, or criminal, willful, or intentional misconduct.

  79. 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 KIMBERFIRE OR ANY KIMBERFIRE 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 KIMBERFIRE OR ANY KIMBERFIRE 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 PRODUCTS AND SERVICES.

  80. Injunctive and Equitable Relief. You acknowledge and agree that:

  81. (a) 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 Kimberfire;

  82. (b) your breach of any such obligations will give rise to irreparable harm or injury to Kimberfire that will not be adequately compensable with monetary damages;

  83. (c) Kimberfire 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

  84. (d) notwithstanding that damages may be readily quantifiable, you will not plead sufficiency of damages as a defence in any such proceeding.

  85. Entire Agreement. These Terms of Use, together with our Privacy Policy, constitute the entire agreement between you and Kimberfire pertaining to the subject matter thereof and supersede all prior communications, proposals, agreements, or understandings, whether electronic, oral, or written, between you and Kimberfire with respect to this Site or any Content or Products and Services or Your Content or Kimberfire 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.

  86. 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.

  87. 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.

  88. 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 Kimberfire. Kimberfire 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.

  89. Waiver. The waiver by Kimberfire of a breach or default of any provision of these Terms of Use by you or any delay or omission on the part of Kimberfire 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.

  90. 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.

  91. Relationship. Nothing in these Terms of Use or your use of this Site or any Content or Products and 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.

  92. 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 you and Kimberfire.

  93. 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 these Term of Use, the access and use of this Site, the Content, the Products and Services, and Kimberfire Property by you, notwithstanding your domicile, residency, or physical location, or the location of any Kimberfire office or any Kimberfire 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.

  94. 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 these Terms of Use, this Site, the Content, the Products and Services, Your Content, or Kimberfire Property and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.

  95. 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.

  96. Contact Us. If you have any questions regarding these Terms of Use, please contact us via email at info@kimberfire.com or via the Contact page of this Site.

Last updated: January 24, 2021

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