Terms of Use

USE OF THE INTOCHARGE WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS PLEASE READ THESE TERMS CAREFULLY

Updated: August 28, 2023

Carefully review the Terms of Use outlined below before accessing or utilizing INTOCHARGE’s or any affiliated Program Sponsor’s “Find an Installer” section on the Website and its encompassing Services. By engaging with the Website or its Services, you signify your acceptance of these terms and conditions in their entirety. It is recommended to periodically check these terms, as they may be revised at our sole discretion. Should any of these terms be unsatisfactory to you, please refrain from accessing or using this Website. Any continued interaction with the Website or its Services indicates your acknowledgment and acceptance of any updated Terms of Use.

1. Purpose and Scope of Website: Connecting Users with Our Certified Installers

This Website is made available by INTOCHARGE Inc. without monetary charge to the user, and is primarily intended for informational purposes. Its objective is to assist users in identifying and connecting with certified installers, who have met specific criteria and are qualified to install chargers for electric vehicles (“EV”). While we strive to facilitate and streamline the process for users to receive quotes for EV charger installations from our certified Electrical Vehicle Supply Equipment (EVSE) Installers, it’s imperative to clarify the boundaries of our responsibilities.

While you may have been directed to our services through a link provided by a vehicle manufacturer or a fleet management entity, hereinafter referred to as “Program Sponsor”, please note the following:

a) INTOCHARGE Inc. attests to the training and certification of our listed installers. However, the responsibility to provide accurate and comprehensive information for installation purposes rests solely with the user.

b) The provision of access to our content does not constitute, and should not be understood as, a guarantee or warranty, whether express or implied, by INTOCHARGE Inc. or any affiliated Program Sponsor, concerning:

i) The relative qualifications or capabilities of any listed installer;
ii) The veracity or accuracy of statements or representations made by any installer; iii) The competitiveness or market conformity of the prices quoted by any installer; iv) The completeness, currentness, or accuracy of the Website content;
v) A continuous obligation on INTOCHARGE Inc.’s part to update or modify Website content;
vi) The content’s immunity from technical inaccuracies or typographical errors;
vii) Uninterrupted, error-free, or secure access to the Website, including protection from malware or other malicious software.

For the purpose of these Terms of Use, “Content” shall mean and include, but not be limited to, documents, images, graphics, logos, designs, audio, video, and any other information sourced from or displayed on this Website. This encompasses the detailed information and any related content and/or links provided by or related to the installers presented on this Website.

2. We Are Licensed Electrical Contractors, Ensuring Excellence in Every Installation

INTOCHARGE Inc. proudly operates as a certified electrical contractor, underscoring our unwavering commitment to maintaining pinnacle levels of quality, safety, and workmanship in every installation. Our profound experience in the field and dedication to continuous improvement translates into stringent criteria and benchmarks for all our services. This meticulous approach ensures that every installation job undertaken by us not only meets but often exceeds industry standards, echoing our devotion to perfection and customer satisfaction.
Beyond the physical tasks, our company manages all backend processes seamlessly. From the initiation of financial transactions to the nuances of client interactions, everything pertaining to the installation services is directly overseen and handled by INTOCHARGE Inc. This consolidated approach ensures transparency, efficiency, and accountability in all our operations.
To instill further trust and to set clear expectations, we urge our esteemed clients and partners to familiarize themselves with our Disclaimers and Limits of Liability, detailed in Section 3, safeguarding both our interests and delivering clarity on our operational boundaries.

3. Limitations and Disclaimers Pertaining to the Website and Associated Services

INTOCHARGE Inc.’s Website, its content, and the services offered therein are provided on an “AS IS” and “AS AVAILABLE” basis, without representations or warranties, express, implied, statutory, or otherwise. We expressly disclaim all warranties and conditions, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Neither INTOCHARGE Inc. nor its Program Sponsors undertake any liability arising from your engagement with, or use of the Website or any services rendered by the installers introduced through this platform. Your use of our Website is solely at your discretion and risk. Except where prohibited by law, in no event shall INTOCHARGE Inc., its directors, officers, shareholders, or Program Sponsors (hereinafter referred to as “Protected Entities”) be held liable for:

Direct, indirect, incidental, special, punitive, or consequential damages, claims, liabilities, costs, or expenses, including reasonable legal fees and related charges.
Damages, delays, or failures in any installation.
Unforeseen circumstances such as the absence of expected parties, rescheduling of services, or discrepancies in service quotations.
Claims related to personal injury, death, property damage, loss of use, data, or profits, or inability to use the Website or its services.
Expenses arising from equipment damage by an installer.
Misconduct or misrepresentations by any installer, intentional or otherwise.
Compliance or non-compliance with any building codes or governing laws.

This limitation of liability stands even if INTOCHARGE Inc.’s representatives were previously apprised of potential damages. Neither INTOCHARGE Inc. nor the Program Sponsors shall be accountable for any actions, whether negligent, tortious, or illegal, by any user of the Website, including installers.
Should any jurisdiction not recognize limitations on consequential or incidental damages, our liability in such jurisdictions shall be restricted to the maximum extent permissible by law. As it pertains to direct damages arising from these terms of use, our aggregate liability shall not exceed $100.
You hereby waive any right to instigate claims against any Protected Entity concerning any interactions or engagements with installers. Furthermore, you absolve all Protected Entities from liabilities stemming from your interactions or engagements with installers.

4. Terms of Website Access

By engaging with the Website, you commit to:

a) Furnishing us with authentic, precise, up-to-date, and comprehensive details when registering or utilizing the Website and associated Services, and

b) Ensuring the continual accuracy, currency, and integrity of said details.

Subject to your adherence to these Terms of Use, we grant you a non-exclusive, non-transferrable, non-sub-licensable privilege to access and utilize the Website and its Services exclusively for personal purposes. You are expressly prohibited from replicating, adapting, retailing, distributing, broadcasting, or otherwise leveraging the Website, its Services, or any contained Content beyond personal use and as stipulated in these Terms of Use.

5. Regarding the Data You Provide

Through our Website, we discourage the submission of confidential or proprietary details. Please ensure your submissions are restricted to information necessary to connect with our Installer, either for obtaining a quotation or requesting direct contact. Any data, material, or idea you convey to our Website may be shared with Installers you engage with, encompassing Personally Identifiable Information (“PII”) you offer. Our Privacy Policy provides a comprehensive overview on the treatment of PII. Concerning any content you provide that isn’t classified as PII (“User Content”), the following applies:

You confer upon us an unrestricted, perpetual, irrevocable, global, non-exclusive, transferable, and sublicensable license to utilize, adapt, copy, distribute, publicly showcase, generate derivative works from, and integrate the User Content elsewhere. Recognize that once submitted to the Website, this license from you is perpetual and cannot be revoked.
You possess or have acquired all necessary legal rights and permissions to share the User Content with us and to grant the aforementioned license.
If applicable, any reviews or ratings are exclusively your responsibility, ensuring they stem from your genuine firsthand encounters with our Installer(s).
Should review features be available, your ratings and reviews must be transparent, truthful, and comprehensive.
You shall refrain from uploading or transmitting any content that is unlawful, threatening, slanderous, defamatory, obscene, inflammatory, pornographic, or which may invite legal liabilities.
There has been no compensation provided to you for posting reviews or ratings.
Our sole discretion will determine the adherence of User Content to the stipulated Code of
Conduct and decide on the retention or removal of published reviews in line with said Code of Conduct.

6. Code of Conduct for Website Interaction

In connection with your access and use of the Website, you hereby commit to:

abide by these Terms of Use, all relevant local, state, national, and international regulations, laws, and any other rules possessing legal force;
refrain from utilizing the Website in any manner inconsistent with any applicable law or in violation of any third party’s rights. This includes transmitting any Content or User Contribution that might breach a third party’s rights, such as rights of publicity, contractual privileges, fiduciary duties, or intellectual property rights;
avoid using the Website or its Content for unauthorized purposes, notably the submission of any Content or User Contribution containing unsolicited promotional materials, advertisements, or spam;
omit any actions that harass, intimidate, or impersonate any individual, fabricate your identity or contact data, or misrepresent affiliations with entities, aiming to deceive others regarding the sender’s identity or the source of a review or comment;
ensure the accuracy of information provided to or through the Website, consciously avoiding the submission of misleading or false details;
prevent unauthorized access attempts to the Website, other users’ accounts, or any connected computer systems or networks, especially via methods like hacking or password mining. This also extends to efforts to obtain confidential data, passwords, or other details from users:
desist from distributing or introducing materials containing harmful or malicious computer codes, such as viruses, worms, or Trojan horses;
abstain from any actions that could jeopardize the Website’s security or undertake unauthorized activities like reverse look-ups or tracing information of other users. You are also prohibited from exploiting the Website to uncover data or details, apart from your own, unless specifically permitted by these Terms of Use

7. Disclaimer Regarding Third-Party Links and Content

Our Website may feature hyperlinks or pointers directed towards external websites managed by third parties, or we may integrate third-party content on our platform through various methods such as framing. Such third-party links are made available solely for your reference and ease of use. Since the content on these external sites is beyond our purview, we do not hold accountability for their content, which includes any subsequent links they might contain. If you opt to engage with any of these third-party websites linked to our platform, you do so at your sole discretion and risk. We recommend that you exercise caution and ensure that any third-party website you engage with is devoid of malicious elements like viruses, worms, Trojan horses, or other potentially harmful components.

8. Provision of a Link Does Not Imply Endorsement

While we may offer links to external third-party websites, such provision does not constitute an endorsement, sponsorship, or authorization of such sites. Furthermore, it does not suggest any affiliation with the respective owners or sponsors of these third-party sites. We retain the authority to discontinue any link to an external site at our discretion.

9. Third-Party Links to Our Website Don’t Imply Our Endorsement

When a third party establishes a link to our website, it doesn’t automatically suggest our endorsement, authorization, sponsorship, affiliation, partnership, or any joint venture with them. Often, we may not even be informed that such third-party linking has occurred.
Barring links that we have directly established or those from our Program Sponsors, any external website that connects to ours:

Can reference, but not duplicate, our Content.
Must avoid enclosing our Content in a browser or frame.
Must not insinuate that we back their site or its offerings.
Must accurately represent its affiliation with us without misrepresentation.
Must ensure that no misleading information about our products or services is provided.
Must refrain from including material deemed inappropriate, offensive, or controversial,

ensuring content is suitable for all age groups.

10. Limitations on Your Access and Use of Our Website

The Website and its Content are the proprietary assets of our company. The Content is safeguarded by Canada, U.S. and global copyright laws and treaties. Additionally, protections are in place under trademark regulations, privacy and publicity rights, and communications standards and rules. Every aspect of these intellectual properties, inclusive of the platform and software propelling the Website, is the exclusive property of INTOCHARGE, unless utilized under a license.
No materials from www.intocharge.com or any other site under our purview, or our Program Sponsor’s, should be duplicated, repurposed, retransmitted, adjusted, uploaded, or broadcasted in any format. Directly replicating any material from our Website to other platforms without our explicit consent is forbidden. However, there are specific exemptions:

Receiving a documented consent from us that negates these limitations.
For personal, informational, and non-commercial purposes, a singular download of the content is permissible, given all proprietary annotations remain untouched, the content isn’t altered, duplicated, or broadcasted elsewhere.

Bypassing these regulations is explicitly forbidden by legislation. Transgressions may expose you to both civil and criminal consequences. If we do provide an exemption and it’s violated, that permission is immediately rescinded. Subsequently, any materials you’ve acquired must be immediately eradicated.
Listed below are some of the registered and non-registered trademarks or service marks held by INTOCHARGE or its affiliates in Canada, U.S. or other regions: INTOCHARGE and the INTOCHARGE Logo. The absence of any name, emblem, or design from this list doesn’t signify a forfeiture of the intellectual property rights that INTOCHARGE maintains in its services, products, or logos, or any design attributes; all such rights are explicitly retained.

11. Our Content Does Not Grant Permission to Use Our Trademarks or Service Marks

All trademarks, service marks, and logos associated with INTOCHARGE, as well as those of our partners and Program Sponsors displayed on our website, are our registered or unregistered trademarks or those of our affiliates and Program Sponsors. No aspect of this Website should be interpreted as implicitly or explicitly offering a license or right to utilize any of these trademarks without our explicit written consent. For permissions regarding trademarks of other entities that might be referenced on this Website, inquiries should be made directly to those entities. We vigorously defend our intellectual property rights. Utilizing the name of INTOCHARGE, our logo, or any trademarks or service marks of our partners and Program Sponsors for any purpose, including promotional or advertisement activities related to the content on our website, is strictly prohibited without our prior written approval. You must not use our logo as a link to our website without securing our prior written consent.

12. Adherence to Local Laws is Mandatory When Accessing Our Website

Our website is administered and operated from our offices within Canada. We make no representation that the Content or materials on the site are appropriate or available for use outside of Canada. If you access this site from locations outside of Canada, you do so of your own accord and are responsible for complying with applicable local laws, including but not limited to export and import regulations. We are not liable for any breaches of such laws.
You must not use or export materials from this Website in violation of Canadian export laws and regulations. Materials provided on the Website are subject to Canadian Export Administration Laws and Regulations. Diverting these materials in violation of Canadian law is strictly prohibited. Materials or information procured through the Website may not be sent, transferred, or re-exported, directly or indirectly, to prohibited or embargoed countries or their nationals. Furthermore, they must not be utilized for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the Canadian Government. You are required to strictly adhere to all Canadian export laws and assume sole responsibility for obtaining licenses for export or re-export when necessary.

13. Copyright Claims Procedure

Pursuant to Section 5, you bear the responsibility to ensure that User Content you submit to our Website does not violate any third party’s copyright rights. We will act in compliance with the Digital Millennium Copyright Act (“DMCA”) and will expeditiously remove materials when properly informed that the Content breaches another person or entity’s copyright rights, in alignment with the procedures outlined herein. Should you be the individual responsible for posting the alleged infringing Content, we will notify you and may undertake further actions detailed in these Terms of Use, including potential account termination and/or requests for indemnification against any resulting claims.

Parties contending that their copyrighted materials have been improperly uploaded or used on the website in a manner which may be deemed as copyright infringement should furnish us with a notification containing the subsequent information:

Clearly identify the copyrighted work(s) (“Work”) that you allege to have been infringed.
Offer adequate details to enable us to locate the work in question.
Furnish a reliable means to contact you; ideally both a phone number and email address.
Provide any available information, aiding us in notifying the user(s) who posted the purportedly infringing Content. Supporting evidence like screenshots can be beneficial.
Include this statement: “I possess a bona fide belief that the utilization of the copyrighted materials specified herein and present on the service lacks authorization by the copyright holder, its agent, or the law.”
Incorporate this declaration: “I affirm, subject to penalty of perjury, that the data in this notification is precise and that I either own the copyright or am empowered to act on the rights holder’s behalf.” This notification must be signed.

Direct this notification to our designated Copyright Agent at INTOCHARGE Inc.:

INTOCHARGE INC.
Attention: Copyright Agent
806-15 Lower Jarvis St.
Toronto, Ontario, CA M5E 0C4

Upon receipt of a legitimate DMCA notification, we will proceed to remove the identified Content, provided it hasn’t already been eliminated.

To Submit a Counter-Notification:
If you are of the belief that a claim against a Work you posted is unfounded and that its removal was erroneous, please furnish us with a notification containing:

Detail the specific item(s) removed by us and their former location on our site.
Provide your contact details: name, address, telephone number, and email address (if available).
Express your consent to the jurisdiction of a Canadian Court for the district where you reside.
Consent to receive service of process from the notifying party or their agent.
Affirm: “I declare, under risk of perjury, that I believe the material identified was wrongly removed or disabled due to an error or misidentification.” The counter-notification must also be signed.

Direct this counter-notification to INTOCHARGE’s designated Copyright Agent at the above address. Upon receipt of a valid counter-notice, we generally reinstate the disputed Content, barring other reasons for its removal under these terms. Should legal action be intimated by the initial notifier, the contentious Content will remain inaccessible until a conclusive legal determination is provided.
Counter-notifications will also be forwarded to the initial complainant. Even if the Content is reinstated, the initial complainant may opt to initiate legal proceedings alleging copyright infringement.

14. Indemnification Obligation for Access and Use

Upon accessing or utilizing the Services provided through this Website, you covenant to indemnify, defend, and exonerate INTOCHARGE, its directors, officers, employees, representatives, agents, licensors, suppliers, Program Sponsors, and any affiliated third-party information sources (“Indemnified Entities”) against all claims, liabilities, damages, costs, and expenses, inclusive of judicious attorney’s fees (“Liabilities”), emanating from or correlated to: (a) your breach of these Terms of Use; (b) the User Content you contribute; and (c) the services procured from any Installer. The prerogative to direct the defense against any such Liabilities shall reside exclusively with INTOCHARGE.

15. Third-Party Beneficiary Rights

Several stipulations within these Terms of Use are established to the advantage of INTOCHARGE, its directors, officers, employees, representatives, agents, licensors, suppliers, and affiliated Program Sponsors. You recognize and concur that such designated individuals or entities, inclusive of any parties categorized as Released Parties or Indemnified Parties, possess the explicit right to invoke and execute such stipulations directly against you. Accordingly, these parties are construed as intended third-party beneficiaries of this Agreement.

16. Termination Provisions

Either party reserves the right to conclude these Terms of Use at their discretion, for any reason, and at any time without necessitating prior notice. Upon the termination of this Agreement by you, your rights to access and utilize the website shall cease immediately. Notwithstanding the termination, the clauses numbered 3, 4, 7, 8, 9, and 12-19 within these Terms of Use shall persist in effect.

17. Electronic Provision of Notices

By accessing the website, you grant permission to receive communications from us, either through email or directly within your account. You acknowledge that these electronic communications satisfy any legal obligations for such interactions to be in writing. We may also disseminate notices pertaining to these Terms of Use through electronic mail, standard postal service, or by displaying the notices on the website. To communicate with us, you may either: (i) send an email to info@intocharge.com or (ii) dispatch a letter via first class certified mail to INTOCHARGE INC., 806- 15 Lower Jarvis St., Toronto, Ontario, Canada M5E 0C4
Attention: User Services. Notices sent through mail will be considered received either upon validation of delivery or within two (2) business days of dispatch, whichever occurs first.

18. Governing Law and Period for Bringing Claims

All claims associated with our website, the services rendered, and its content will be governed by the laws of Ontario, without regard to its conflict of laws principles. you concur that any legal dispute or proceedings pertaining to these terms of use, or the obligations of the parties will be resolved exclusively through arbitration, as detailed in section 19. you acknowledge that, notwithstanding any applicable statutory limitations, any claim or legal action resulting from or connected to your utilization of the website, or these terms of use must be initiated within one (1) year following the occurrence of such claim or action, or be permanently precluded. should any provision of these terms of use be deemed invalid or unenforceable, such provision shall be adjusted or omitted to the least extent required, ensuring the remaining provisions of the terms of use continue in full force and remain enforceable.

19. Binding Arbitration and Limitation on Collective Legal Action

Both parties acknowledge and agree that any disputes, claims, or controversies between you and INTOCHARGE pertaining to the website, the Services, these Terms of Use, or any engagement with INTOCHARGE or its Program Sponsors (regardless of whether such claims are founded in contract, tort, statute, alleged deceit, misrepresentation, or any other legal framework, and irrespective of when the claims come about) will be resolved exclusively through binding individual arbitration before a sole arbitrator. It is further agreed that the arbitrator will have the sole discretion to decide on questions of their jurisdiction, encompassing any challenges regarding the Mandatory Arbitration terms in these Terms of Use or the arbitrability of any claim.
Arbitration is less formal than traditional litigation. There are NO JUDGES OR JURIES in arbitration, and the ability of courts to review arbitration decisions is circumscribed. Discovery processes might be more constrained in arbitration than in court. The arbitrator is bound by this agreement and has the authority to grant similar compensatory measures as a court would. However, the arbitrator cannot confer remedies that affect individuals beyond the arbitration parties.
you and INTOCHARGE mutually understand and agree that any claims will be made individually and not as part of any collective or representative action. Unless a mutual agreement exists, neither an arbitrator nor a judge can amalgamate multiple individuals’ claims or oversee any representative or collective proceedings. Injunctive relief granted by the arbitrator can solely favor the individual party seeking it and must be proportional to the specific relief warranted by that party’s individual claim. Should a court determine that current laws restrict the enforcement of any of this section’s stipulations for a specific relief claim, that particular claim must be detached from the arbitration and be addressed in court.

20. Preliminary Procedures for Dispute Resolution Prior to Arbitration

Prior to initiating an arbitration process, the party intending to arbitrate shall first provide a written notification of the disagreement to the other party. This notice should be delivered via certified mail, Federal Express, UPS, or Express Mail (requiring signature upon receipt). If we lack a recorded physical address for you, such notice shall be transmitted electronically (“Notification”). The appropriate destination for such Notification is: INTOCHARGE INC., 806-15 Lower Jarvis St., Toronto, Ontario, Canada M5E 0C4.
The Notification should: (1) elucidate the nature and foundation of the claim or disagreement; and (2) outline the precise remedy sought (“Request”). Both parties commit to earnestly endeavour to amicably resolve the claim. Should no resolution be attained within 30 days subsequent to the receipt of the Notification, either party may instigate the arbitration process.

21. Initiation and Administration of Arbitration Proceedings

Once the stipulations in Section 20 are met or the designated period has passed, either party may initiate arbitration proceedings. All arbitrations arising from this agreement will be conducted under the Consumer Arbitration Rules of the ADR Institute of Ontario (ADRIO) then prevailing (the “ADRIO Rules”), and as modified by this Arbitration Agreement. Both parties agree that Canadian arbitration law applies to the interpretation and enforcement of this clause, notwithstanding any other choice of law provisions contained herein. The ADRIO Rules and guidance on how to start an arbitration process with ADRIO can be found at https://adr-ontario.ca/, or you may contact ADRIO directly. We can also assist in connecting you with ADRIO. Every document and piece of information unveiled during the arbitration will remain strictly confidential. The receiving party shall only use them exclusively for the arbitration or for enforcing the arbitrator’s decision and award, ensuring restricted disclosure to individuals who have a legitimate reason to be informed, or as mandated by relevant law.

22. Location of the Arbitration Proceedings

Unless otherwise specified in Section 24, arbitration hearings will be held in the municipality corresponding to your billing address, or the nearest locale where ADRIO can facilitate the arbitration process. If the claim amount is $25,000 or less, you have the discretion to decide whether the arbitration will be: (1) based solely on documents presented to the arbitrator; (2) conducted via a non-attendance telephonic session; or (3) through an in-person hearing, as defined by the ADRIO Rules, in the municipality of your billing address.

23. Responsibility for Arbitration Fees

Should you initiate an arbitration process and incur a filing fee, we will cover this fee for you, unless your claim exceeds CAD $25,000, in which situation you will bear the filing cost. All other associated arbitration expenses, including your portion of the arbitrator’s fees, will be borne by us, unless stipulated otherwise by ADRIO rules or mandated by a court order. The arbitrator must provide a detailed written judgment which includes the fundamental findings and conclusions underpinning the decision and any consequent award. Should we emerge as the prevailing party, you are obligated to refund us for any arbitration expenses we covered on your behalf. Unless explicitly mentioned in an indemnification clause within these Terms of Use that includes recovery of attorneys’ fees, each party will cover its own legal fees.

24. Arbitration Enforcement and Alternative Venue

Either party may file a motion to compel arbitration in any court where related litigation is pending. If the arbitration clauses in Sections 19 – 23 are deemed unenforceable, in part or entirety, the parties mutually agree to these alternative provisions: The exclusive jurisdiction and venue for disputes shall be the federal or provincial court located in Toronto, Ontario. Both parties unreservedly consent to this exclusive jurisdiction for addressing any disputes pertaining to these Terms of Use. You forfeit any objections based on lack of personal jurisdiction, inappropriate venue, or forum non convenient in relation to any proceedings initiated in these courts. However, we retain the right to decide to litigate in the county or province where any breach by you transpired or where you reside. No proceedings can merge individual claims, and you relinquish the right to any collective or representative legal actions. You also commit to limiting any remedies sought to those related to your individual grievances and only to the scope essential for the redress merited by your specific grievance.

25. Miscellaneous

The entirety of the agreement between us is represented by these Terms of Use, as well as other documents, rules, and policies referred to herein, notably including the Privacy Policy. This supersedes all prior discussions, negotiations, or agreements, be they verbal or written, between you and INTOCHARGE concerning the subject matter outlined in these Terms of Use. Separate terms and conditions might exist between you and third parties. You cannot assign, transfer, or sublicense these Terms of Use without our explicit written approval. Conversely, we reserve the right to assign, transfer, or delegate this agreement along with its rights and duties without needing your agreement. This agreement does not establish any form of joint venture, partnership, employment, or agency between us. Any lack of strict enforcement on our part regarding these Terms of Use should not be viewed as a waiver of any terms or rights. Actions or customary practices between the parties won’t modify any provision of these Terms of Use.