Effective Date: August 1, 2022
Last Updated: August 1, 2022
If applicable, the End-User further agree to abide by all the terms of any third party which interacts with the Website and/or the Marketplace, and such third party End-User licensing agreement, or any other applicabledigital distribution platform agreement, so long as such agreement does not conflict with the terms herein.
The Company provides our Services to End-Users in the Province of Ontario, throughout Canada, and internationally, where permissible by local law. The Company offers transition services to End-Users, upon request, for migrating onto the Marketplace. Fees for transitions services are set on a case-by-case basis with the End-User’s prior consent. The Company also offers setup and project management services, upon request and priced on a case-by-case basis with the End-User’s prior consent. The availability of our Marketplace in a given area is subject to change from time to time at our sole discretion. If you are accessing our Website or Marketplace from a jurisdiction outside Canada, you hereby acknowledge agree that your use of the Website or Marketplace shall, to the greatest extent permitted by applicable law, remain at all times subject only to the laws of Ontario and Canada. To the extent permitted by applicable law, we reserve the right to deny or terminate service to any End-User at our discretion.
The Company makes every effort to ensure materials on the Website are displayed accurately with the same colours and images across different computers and devices. However, The Company cannot guarantee that your computer or device will accurately or consistently display image colours and sizing.
The Company offers two different account options to interact with our Website:
- Individuals seeking service providers (“Visitors”) can access the Marketplace directly on the Website and/or by creating a user account for bookmarking Marketplace listings (a “Visitor Account”), subject to the terms herein; and
- Organizations and individuals seeking to share their service offerings through the Website (“Vendors”) can access the Marketplace by creating an account for listing their services and sharing information about past development projects on which they worked (a “Vendor Account”). Vendor Account access is subject to the terms herein and the Vendor qualifying for the Marketplace under our admissions guidelines, set at the Company’s sole discretion.
(collectively, an “Account”)
Buildstack offers a quick and easy way for project owners to find designers, tradespersons and consultants. Our dynamic marketplace is catered to both Visitors and Vendors, allowing End-Users to search projects, companies, and categories listed on the Marketplace. Our Marketplace is available to Visitors free of charge, and we offer a number of straightforward options for Vendors looking to advertise their services.
If you wish to use the Marketplace as a Vendor, you must first sign up for an Account on the Website. End-Users can sign up by providing their desired username and password, first name, last name, and email address (the “Credentials”). In addition, Vendors must provide the following information:
- Company Name;
- Company Website URL; and
- Company Head Office Address
Vendors will also be required to input their credit card information when subscribing for a paid premium account (a “Premium Account”). Within a Vendor Account, Vendors can add information about past projects and their company contact information. Vendors with a Premium Account have the option to list their company contact information publicly on the Marketplace. Vendors with a Premium Account will also rank higher on Website searches of the Marketplace. Vendors can also list information about their business, including their company overview, company size, social media links, and company logo.
Visitors can sign up for a Visitor Account free of charge, by inputting their email address, and chosen username and password on the Website sign-up page. Within a Visitor Account, Visitors can bookmark Vendors and specific projects to view at a later time.
The End-User acknowledges and agrees that they will (1) provide true, accurate, current and complete information about yourself as prompted by the Website when creating an Account (the “Registration Data”); (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (3) enter valid payment information. Upon entering their Registration Data, End-Users will be able to access a user account on the Website (the “Account”) through which the User can interact with The Company web platform. Users may only create one Account per individual. You must at all times provide accurate and truthful information regarding your identity when creating an Account and may not create an Account for another individual without their explicit written permission. The Company reserves the right to suspend or cancel an Account or cancel the Services at its sole discretion at any time and for any reason upon notice to you.
You are responsible for updating your Account access passwords regularly. It is strongly recommended that passwords or login information or any other confidential information not be shared by email unless encrypted.
End-Users are responsible to ensure that all user-generated content (“User Content”) complies with our Site Content Standards detailed herein. User Content will be stored using our secure Amazon Web Service cloud server for all active Accounts but may be deleted upon the cancellation of your Account. User Content will never be shared or utilized by the Company other than as necessary for the provision of the Marketplace. User Accounts may be accessed via third party web browser access at www.Buildstack.com.
You may cancel your Account at any time by contacting us by email to EMAILADDRESS or by phone at ######### (Mon-Fri 8AM-8PM, Sat-Sun 9AM-5PM) subject to our Refund Policy. The Company also reserves the right to suspend or end the Services if You are found to be in breach of this Terms and Conditions, or for any other reason subject to this Terms and Conditions.
Visitors can create and use a Visitor Account free of charge. Vendors have the option to subscribe for a free Vendor Account or a paid Premium Account. Fees for the Premium Account (the “Fees”) are as listed on the Website from time to time and may be changed by the Company in our sole discretion upon reasonable notice to the End-User. Fees are charged on a monthly subscription basis. A subscription may be cancelled by the End-User at any time. Where a Premium Account is cancelled prior to the end of the month, the End-User will be charged on a pro rata basis for that portion of the month during which they remained subscribed. Services offered by Vendors on the Marketplace (the “Vendor Services”) are charged separately by the Vendor, are not affiliated in any way with the Company, and are not processed through the Website.
Additional Services may be available from time to time through the Website (“Additional Services”). Pricing for Additional Services will be listed on the Website and is subject to change at any time at Buildstack’s sole discretion. The availability of, and all other parameters for, the Additional Services shall be determined at Buildstack’s sole discretion.
Fees are due at the time of purchase. Purchases can be completed through the End-User’s Account. The End-User is responsible for all sales taxes associated with the Fees. The End-User is responsible for filing mandated returns and reports and for remitting all taxes to the appropriate taxing authorities within the time required by law.
The Company accepts no liability to complete any transaction which cannot be cleared by the Company’s payment processor, whether due to insufficient funds or otherwise. If such situation occurs, you will receive an error message and the transaction will be denied. Moreover, we may suspend your access to End-User’s Account and contact you to provide valid alternative credit card information. Such suspension shall not relieve End-User from their obligation to pay any fees owed to the Company.
End-Users shall make all payments in accordance with the fees, charges, and billing terms in effect at the time Fees are due and payable. The Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by email delivery to the End-User.
All Fees are non-refundable. In the event an End-User requests a refund of amounts paid for Additional Services which have not yet been rendered, a refund shall be provided so long as the request is received no less than twenty four (24) hours prior to the service delivery date indicated by the Company.
You are required to notify the Company of any dissatisfaction with services rendered by the Company within fifteen (15) days (or such other period as required by law, whichever is greater) after you first became aware of a problem, concern or any other source of dissatisfaction. In the event such notice is not received by the Company within fifteen (15) days, you will be deemed to have accepted the services.
Third Party Payment Processing
From time to time, Company may change the Third Party Payment Processor it uses to support the Company Payment Services, or Company may offer the option of using other Third Party Payment Processors to support the Company Payment Services, or Company may elect itself to perform some or all of the services that were previously provided by the Third Party Payment Processor. If Company does so, then, in order to continue to use the Company Payment Services, End-User may be required to agree to additional terms imposed by Company or such other Third Party Payment Processor. If End-User does not wish to accept those terms, then such End-User must cease using the corresponding Company Payment Services.
All payment is exclusive of any taxes or duties imposed by applicable tax laws in each Client’s and/or End-User’s tax jurisdictions, and the Company will not be responsible for any taxes or duties owed by the Client and/or End-User.
This Agreement shall apply to each Vendor and/or End-User commencing from the time that such End-User first registers to use the Marketplace (the “Effective Date”) and, subject to the clauses that survive this agreement, until the termination of the Agreement at the conclusion of a one-month period (the “Initial Term”). The Agreement will renew automatically on a month-to-month basis thereafter (each a “Renewal Term”) until such time as it is terminated in accordance with the termination provisions of this Agreement.
The Marketplace, Vendor Services, and Additional Services are provided “As-Is” and no refunds will be provided for early termination, subject to the terms herein.
USE OF MARKETPLACE
Buildstack offers End-Users access to an online marketplace. End-Users can view the Marketplace through the Website or log in to a dedicated user Visitor Account to bookmark projects to view later. Vendors can use their Vendor Account to share projects and service offerings.
The Marketplace, is limited to the following features and License Restrictions contained in the version available during the Initial Term and subsequent Renewal Terms, and includes:
- For Vendors: sharing company information, sharing information relating to specific projects, and maintaining posted company and project information through a Vendor Account (the “Marketplace Offerings”); and
- For Visitors: viewing projects and company information, contacting Vendors, and bookmarking projects and Vendors (when logged in with a Visitor Account).
THE COMPANY IS NOT A PARTY TO ANY AGREEMENT OR TRANSACTION THAT MAY BE FORMED BETWEEN AN VENDOR AND VISITOR, WHETHER OR NOT FORMED THROUGH A COMPLETED TRANSACTION ON THE MARKETPLACE. END-USER AGREES AND CONFIRMS THAT COMPANY HAS NO RESPONSIBILITY NOR LIABILITY FOR THE ACTS OR OMISSIONS OF ANY VENDOR OR ANY VISITOR. COMPANY WILL NOT ASSESS, GUARANTEE, NOR VERIFY THE SUITABILITY, LEGALITY OR ABILITY OF ANY VISITOR OR VENDOR.
VENDORS AND VISITORS ARE INDEPENDENT AND END-USER UNDERSTANDS AND AGREES THAT COMPANY DOES NOT ITSELF PUBLISH ANY OFFERS NOR PROVIDE ANY SERVICES OR MARKETPLACES OTHER THAN PROVIDING THE MARKETPLACE, A TECHNOLOGY PLATFORM, TO CONNECT VENDORS AND VISITORS. COMPANY DOES NOT BUY NOR SELL ANY SERVICES THROUGH THE MARKETPLACE; COMPANY IS NOT THE RETAILER OF ANY SERVICES THROUGH THE MARKETPLACE, INCLUDING ANY MARKETPLACE OFFERING, OFFERED BY VENDOR. COMPANY IS NOT LIABLE, NOR RESPONSIBLE, AND NOR DOES IT GUARANTEE ANY OBLIGATION OF AN VENDOR OR VISITOR, INCLUDING BUT NOT LIMITED TO, THE PROVISION OF SERVICES RELATED TO A COMPLETED TRANSACTION ON THE MARKETPLACE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DOES NOT MAKE ANY WARRANTY REGARDING THE AVAILABILITY, PRICING, ACCURACY, QUALITY OR TIMELY PROVISION OF THE MARKETPLACE OFFERINGS.
ANY DISPUTES BETWEEN AN VENDOR AND A VISITOR RELATING DIRECTLY OR INDIRECTLY TO THE MARKETPLACE MUST BE RESOLVED ENTIRELY BETWEEN THE VISITOR AND THE VENDOR, AND BOTH VISITOR AND VENDOR HEREBY FULLY RELEASE THE COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS AND LICENSORS (“AFFILIATES”) FROM ANY PRESENT OR FUTURE CLAIMS REGARDING ANY SUCH DISPUTES.
COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE NOR LIABLE FOR ANY RESULTS OF USING THE MARKETPLACE OR ANY AGREEMENT BETWEEN AN VENDOR AND VISITOR. USE OF THE MARKETPLACE OFFERINGS ARE AT THE VENDOR'S AND VISITOR’S OWN RISK.
THE COMPANY IS NOT RESPONSIBLE FOR THE VENDORS’ QUALITY OF SERVICE, PROFESSIONAL STATUS, LICENSING, OR WHETHER A VENDOR IS HELD IN GOOD STANDING, AND DOES NOT VERIFY VENDORS’ COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS.
Marketplace Vendors. The Vendor is solely responsible for ensuring that their use of the Marketplace and their Marketplace Offerings meet all legal and regulatory requirements, including any language translation requirements, for all countries in which they operate.
Licenses and Permits. Company and its Affiliates are not responsible for the accuracy and or verifications of any and all licenses and permits required to conduct business and sell particular goods or services. It is the responsibility of the Vendor and Visitor to confirm and verify that any and all licenses and permits required for the Vendor to conduct its business are in place.
Visitors. It is the sole responsibility of the Visitor, as the case may be, to ensure the fulfilment of the terms of each agreement reached with a Vendor, and it is acknowledged and understood that such agreements by the Visitors are at their own risk. Company and its Affiliates are not responsible nor liable for any failure of a Vendor to fulfill its obligations in compliance with the terms set out in any agreement between the Visitor and the Vendor. Company and its Affiliates have no responsibility or liability for any act, omission or breach by a Vendor.
Unauthorized Charges. If there are any unauthorized charges on a Vendor’s or Visitor's credit card relating to the Marketplace, then the Vendor or Visitor must advise Company at EMAILADDRESS. In such a case, you shall have no remedy against Company and its Affiliates other than to receive a full reimbursement, unless such charge was due to an intentionally wrongful act of the Company and its Affiliates.
Marketplace Offering Subject to Approval. The Company may remove Marketplace Offerings from the Marketplace at its discretion. Any and all Marketplace Offerings shall be subject to the Company’s approval to be made available on the Marketplace.
Marketplace Data. The Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Marketplace and Marketplace Offerings and related systems and technologies (the “Marketplace Data”) provided that such the Marketplace Data may not include any End-User data other than to provide an Algorithm Update (as defined herein) to the Marketplace Vendor and End-User, in which case such End-User data shall not be shared externally and shall be included solely in aggregate, anonymous, and de-identified form that is in no way identifiable with End-User, End-User’s business, or any personal information related to the End-User data, for the purpose of improving the Company’s services (the “Algorithm Update"), and the Company will be free (during and after the term of this Agreement) to use such information and data to improve and enhance the Company services, Marketplace and for other development, diagnostic and corrective purposes in connection with the services and other the Company offerings.
LIMITED LICENSE TO USE MARKETPLACE
Agreement to Terms. No End-User may use the Marketplace or accept this Agreement if such End-User is not of legal age to form a binding contract with the Company. In accepting this Agreement, each End-User represents that such End-User has the capacity to be bound by them, and/or if such End-User is acting on behalf of an organization, that such End-User has the authority to bind such company or entity (and in which case the End-User will refer to the company or entity).
Changes to Terms. Pursuant to the amendment restrictions set out in Applicable Law (define below), the Company may add to, discontinue or revise this Agreement or any aspect, mode, design, or service provided under the Marketplace at the Company’s sole discretion, which include but are not limited to the:
The Company may amend this Agreement without notice for non-material amendments. In the event of a material change during the Initial Term or prior to a Renewal Term, Company will provide the End-User with thirty (30) days’ notice (or the minimum notice period as required under Applicable Law, whichever is greater) of any such change (including changes in pricing) via e-mail to the email address supplied to the Company by the End-User, setting out:
(f) the language of this provision with reference to the applicable consumer protection legislation rules for amending this Agreement and making any additional requirements for amendments as prescribed by law (if any).
It is the End-User’s responsibility to send such notices of material changes to all End-Users associated with the End-User’s account. The Company highly recommends that each Client and/or End-User read any amendments carefully. Unless explicit consent is required by the law, the Company has the right to assume that each Client and/or End-User accessing the Marketplace through the Marketplace registration has accepted the change to this Agreement, unless such Client and/or End-User notifies the Company to the contrary, no later than thirty (30) days after the amendment comes into force (or the minimum number of days as required under Applicable Law, whichever is greater), that such Client and/or End-User desires to cancel the contract or deregister or unsubscribe from access to the Marketplace.
The Company will post the most current terms to this Agreement conspicuously within the Marketplace and the Client and/or End-User’s use of the Marketplace will be subject to the most current terms as posted on the Marketplace at such time. It is the End-User’s responsibility to visit this page to find any updates that may have been made to the Agreement. Each End-User hereby agrees that the Company shall not be liable to such End-User for any amendments to the Agreement.
Suspension and Termination. End-Users may terminate their relationship with the Company by notifying the Company via email at EMAILADDRESS. You acknowledge that more than one End-User may be registered on behalf of an organization who are not responsible for payment, and therefore that services provided by the Marketplace and the applicable fees shall continue until the you have notified the Company of your organization’s desire to unsubscribe from the Marketplace, to close all End-User accounts associated with your organization, and to cease the organization’s and End-User’s use of the Marketplace.
The Company may suspend provision of the Marketplace in the event that the End-User fails to make any payment when due hereunder, ceases to carry on its business in the normal course, if an event of Prohibited Use (as described herein) occurs, or if the End-User is in material breach of the Agreement. Suspension shall have no effect on the payment obligations of the End-User during the Agreement Term or Renewal Term. A suspension event shall be included in the definition of End-User material breach. The End-User agrees to pay the Company’s reasonable expenses, including lawyer and collection agency fees, incurred in enforcing the Company’s right to payment.
At the Company’s discretion, the Company may terminate this Agreement immediately at any time and for any reason including, but not limited to:
- an End-User’s material breach of this Agreement;
- if the End-User has not adhered to any or all the provisions of the Agreement (such as a failure to pay fees when due) or if it appears that the Client and/or End-User not intend to or is unable to comply with the Terms, such determination to be made solely at the Company’s discretion;
- for prolonged inactivity of any account;
- if the Company is required to terminate the relationship by law;
- if the Company receives any notice of or discovers any event of Prohibited Use;
- if provision of the Marketplace is no longer commercially viable for the Company; and/or
Upon termination of this Agreement with the End-User, the Company immediately revokes the End-User’s license, use the Marketplace and may block all access to the End-User’s account,and may delete all data and information associated with the End-User’s account thirty (30) days after such termination.
USE OF THE MARKETPLACE
Permitted Uses: The End-User agrees to use the Marketplace only for purposes that are permitted, both by the Agreement and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. The End-User agrees to adhere to any applicable privacy of personal information laws and regulations.
Unauthorized Access: The End-User agrees to only access (or try to access) and use the Marketplace through interfaces provided by Company. The End-User shall not access (or try to access) and use the Marketplace through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. The End-User agrees not to use or attempt to use another End-User’s account. The End-User agrees not to impersonate any person or entity, or falsely state or otherwise misrepresent the End-User, the End-User’s personal information, or the End-User’s affiliations with any person or entity.
Moderation of content created by the End-User: The End-User understands and agrees that although the Companyis not required to moderate the End-User’s use of the Marketplace, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate this Agreement or which might be objectionable, offensive, indecent, illegal, or that might violate the rights, harm, or threaten the safety of others.
Objectionable content created by others: The End-User understands that when using the Marketplace, the End-User may come across material that the End-User finds objectionable, offensive or indecent and agree that the End-User is using the Marketplace at the End-User’s own risk. The End-User may alert the Company by using the support contact information contained herein.
User Responsibility: The End-User agrees that the End-User is solely responsible for any breach of the End-User’s obligations under the Agreement and for the consequences of any such breach, whether such breach is occasioned by the Client or an employee, representative, or agent of the Client. The Company has no responsibility to the End-User or to any third party for such breaches or the consequences of such breaches (including losses or damage that Company may incur).
Technical Requirements: Use of the Marketplace requires internet access. The End-User may be required to have the most up-to-date operatingsystem to use the Marketplace, and some features of the Marketplace may not be accessible with such technologies disabled.
User Responsibility for Equipment. The End-User agrees to be responsible for obtaining and maintaining any software, browsers, hosting services, other equipment and ancillary services needed to connect to, access or otherwise use the Marketplace.
Third Party Links. The Marketplace may link to third-party websites and/or resources. Such links are provided as a convenience to the End-User only and do not imply an endorsement, warranty or guarantee by the Company of any such linked website or the company it purports to represent. The Company does not assume any responsibility or liability for the availability or accuracy of such links, and/or the content Marketplaces or services provided at the destinations of such links. The End-User is solely responsible for use of any such websites or resources and compliance with their policies. Should the End-User elect to enter into a binding contract with any such third party website and/or resource, the End-User agrees to hold the Company harmless and hereby release the Company from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of the End-User’s actions or the actions of any End-User associated with the End-User’s account, offering to accept or having accepted any Marketplaces or services that are available from those sites.
Third Party Services. The Website and Marketplace make use of the Google Maps API(s) for displaying development project locations within the Marketplace. As such, the End-User hereby acknowledges and agrees that by using the Website and/or the Marketplace, the End-User is also bound to abide by Google’s Terms of Service: LINK. You are encouraged to read and familiarize with Google’s Terms of Service prior to using the Website and/or Marketplace. Use of the Marketplace is conditional upon your ongoing consent to Google’s Terms of Service.
Rights to content provided by Company. The End-User acknowledges and understands that Company own all right, title and interest in: (a) the Marketplace and all improvements, enhancements or modifications thereto; (b) the Marketplace and any associated data files; and (c) all computer software; advertisements; sponsored content; and intellectual property associated with the Marketplace (all such information, individually and collectively, being the “Marketplace Content”), which the End-User may have access to when using the Marketplace.
Know-How. Subject to the provisions hereof respecting confidentiality and intellectual property, the Company shall be free to use any ideas, concepts or know-how developed or acquired by the Company during the provision of the Marketplace under this Agreement to the extent obtained and retained by the Company’s personnel as impressions and general learning (the “Know-How”). Nothing in this Agreement shall be construed to preclude the Company from enhancing the Marketplace based on the accumulation of Know-How.
The End-User is not required to provide the Company with any comments, suggestions, recommendations, bug reports, requests or any other feedback (“Feedback”). In the event that the End-User do provide the Company with Feedback, the Company may use such feedback to improve the Marketplace or for any other purpose. Furthermore, the Company shall own such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and the Client and End-User hereby assigns, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Company.
Limited license: The Company hereby grants the End-User a non-exclusive, non-transferable, revocable, limited license to use the Marketplace in accordance with this Agreement***.*** This limited license is subject to full payment of the Fees when due. This license may be revoked by the Company at the Company’s sole discretion and without notice upon breach of this Agreement by the End-User and shall automatically be revoked upon termination or expiration of this Agreement.
The Company may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which Company uses in connection with the operation of the Website and/or the Marketplace (each such feature being a “Brand Right” and collectively being the “Brand Rights”). The Company does not grant the End-User any right or license to use any Brand Right other than as expressly set out in this Agreement and in other licenses between the End-User and the Company.
Licence to Brand Marks: The Company and End-User agree and understand to grant to each other a perpetual, non-exclusive, royalty-free licence to use one another’s name, logos, and/or trademark (individually and collectively described as the “brand”) for the purposes of any press release, advertising, webpage, blog or other promotional, advertising or marketing material so long as no confidential information is disclosed, and such license shall be revocable upon written notice provided in the other in the brand owner’s sole discretion, such discretion to be reasonably exercised. None of the parties shall not do or allow to be done any act or thing that will in any way impair the rights of the other party’s brand.
CONDITIONS OF USE AND SITE CONTENT STANDARDS
For the purposes of this Section, the following definitions shall apply:
- “Business/Service Interruption” means any delay or stoppage to the Services forced upon the Company by reasons which could not have been reasonably foreseen or prevented;
- “Computer Security” means the programs and software the Company utilizes to protect its and its End-User’s Data;
- “Cyber Extortion” means any direct or indirect attempt to coerce the Company or its representatives through online or electronic means into any form of exchange to prevent a threatened action by the coercing party;
- “Data” means any electronic information, text, image, video or other code in the possession of the Company.
- “Force Majeure” includes, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, pandemics or epidemics, government-mandated lockdowns, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
- “Information” includes Personally Identifiable Information, Data, and any other documentation which could be reasonably foreseen as having intrinsic or economic value to the End-User and/or the Company;
- “Malicious Code” means any code in any part of a software system or script that is intended to cause undesired effects, security breaches or damage to a system.
- “Personally Identifiable Information” means any information that alone or in combination with other information held by the Company can be used to specifically identify an End-User;
- “Security Breach” means any compromise of the Company’s personal or corporate accounts, computers, or any other password-protected information, that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to protected data transmitted, stored or otherwise processed.
The Company takes our End-User’s security extremely seriously. While we endeavour to take every reasonable precaution to protect your information, certain events outside of our control, including but not limited to cyber extortion, hacking, business/service interruptions, and force majeure events, may result in the disclosure, damage, or destruction of such information and further subsequent damage. In such event, the Company shall not be held responsible or liable for any theft, damage, loss or unauthorized disclosure of personally identifiable information or third party information or business or tax records or any other information or records that are in the care, custody or control of the Company. Further, in such event, the Company shall not be held liable or responsible for any interruption to the Website and/or the Marketplace that is a direct or indirect result of:
- The plagiarising of any other End-User’s data;
- The alteration, corruption, destruction, deletion, or damage to data stored on The Company’s computer systems;
- Data loss, damage or inability to access data and/or intellectual property infringement that is caused by a security breach;
- Data loss, damage or inability to access data or business/service interruption due to corruption of the data as a result or unforeseen or reasonably unpreventable computer hardware, software or firmware failure;
- Data loss, damage or inability to access data or business/service interruption due to satellite or internet failure;
- The failure to prevent transmission of malicious code from the Company computer systems to computer or network systems belonging to an End-User or related third party;
- The failure to prevent a loss or threat caused by cyber extortion.
- Upload or cause to be displayed on or through the Website any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable;
- Provide or contribute to any false, inaccurate or misleading information;
- Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
- Transmit, or procure the sending of, any advertisements or promotions, commercial activities or sales, including without limitation any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
- Engage in conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability;
- Promote any illegal activity, or advocate, promote, or assist any unlawful act;
- Give the impression that content you created originated from or is endorsed by the Company or any other person or entity, if this is not the case;
- Plagiarize any other User’s content or creations; or
- Reproduce or use without authorization any copyrighted material.
LIMITATION OF LIABILITY
THE END-USER ACKNOWLEDGES AND AGREES THAT: (A) THE WEBSITE AND THE MARKETPLACE ARE TO BE USED “AS-IS”, WITH NO WARRANTIES ON FITNESS FOR THE PURPOSE, MERCHANTABILITY OR OF ANY OTHER KIND, WHETHER EXPRESSED OR IMPLIED; AND THE END-USER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT THE END-USER USES THE WEBSITE AND THE MARKETPLACE AT THE END-USER’S OWN RISK; (B) THE COMPANY IS HEREBY RELEASED FROM ANY AND ALL LIABILITY FOR USE OF THE WEBSITE AND THE MARKETPLACE; AND (C) THE END-USER HAS REVIEWED THE FOLLOWING LIST OF POTENTIAL EVENTS SPECIFICALLY DISCLAIMED AS EXAMPLES FOR WHICH THE END-USER HAS SPECIFICALLY RELEASED THE COMPANY FROM ANY AND ALL LIABILITY (AMONG OTHERS):
(a) For non-Marketplace failures: responsibility for any failure of, or damages to, any hardware devices, equipment or networks or internet access, content or data, or third party applications used by the End-User in connection with the Marketplace;
(b) For communication failures or Marketplace downtime: whether due to maintenance or other reasons, any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Marketplace content, End-User User Data, use of Marketplace and/or any communications between the End-Users and the Marketplace;
(c) For loss of access as a result of failure to receive payment: account suspension or termination as a result of the End-User’s insufficient funds to make payment or payment processing issues that are beyond the Company’s control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by the User’s payment card brand or acquirer bank, or any other interface from an outside force);
(d) For content inaccuracy: any inaccuracy in content and/or recommendations by the Company in the Company content and/or the End-User and/or Client User Data, and the Client and End-User is responsible for ensuring that that the information entered into the Company’s system by such End-User is accurate, reliable and complete, and agrees that the provision or storage of End-User Data through the Marketplace does not constitute the Company’s endorsement or warranty as to the accuracy of such content;
(e) For compliance with law: the compliance of such End-User Data with applicable legislation including privacy legislation, and End-User agree that the provision or storage of End-User Data through the Marketplace does not constitute the Company’s endorsement or warranty as to compliance with laws;
(f) For online discussions: responsibility or liability for any user-generated commentary, ratings or reviews. Ratings and reviews posted to the Marketplace DO NOT reflect the Company’s views;
(g) For monitoring: liability for monitoring the Marketplace or for unauthorized or unlawful content on the Marketplace or use of the Marketplace by any of the Marketplace’s End-Users;
(h) For non-infringement: direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Marketplace.
(i) For processing of content: liability for any damages that may arise by the Client’s use and/or direct or third-party processing of End-User Data, and the End-User further agrees and acknowledges that the Company is not liable for any damages that may arise if End-User Data is misdirected in error, subject to, subject to the Company’s legal requirements relating to the protection of personal information under Applicable Law;
(j) For communications directly or through the Marketplace: liability for any damages that may arise for communications received to the End-User through the User’s access to the Marketplace and/or for the posting of information on the Marketplace, Website, blog, account or any affiliated social media,including but not limited to, End-User Data, pictures, written reviews, personal information, and/or comments made from the End-User’s personal point of view; and/or
(k) For force majeure: any force majeure event as described in this Agreement and/or any matter beyond the Company’s reasonable control.
In the event that there is a finding of liability that is contrary to the foregoing, the End-User(s) agree that such damages shall be limited to the aggregate of the fees the End-User(s) has paid to the Company, whether or not the End-User(s) has been advised of the possibility of such damages or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein.
To the extent permitted by applicable laws, the End-User agree that the End-User will defend, indemnify and hold harmless the Company and the Company’s officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, for the End-User’s breach of this Agreement; the End-User’s access to and/or use of the Website or Marketplace; and any loss of, or damage to, any property, or injury to, or death of, any person (including the End-User) caused by the End-User’s access to and/or use of the Website or Marketplace; (b) any interactions with Vendors or Visitors introduced through the Marketplace; (c) any interactions with other End-Users using the Marketplace; (d) any breach of confidentiality or privacy by an End-User using the Marketplace (e) any conflict of interest experienced by a Visitor or Vendor with another organization, institution, or entity; (f) any rejected refund request; (g) any dissemination, sharing, or viewing of illegal or objectionable content while using the Marketplace; (h) for the End-User’s breach of the intellectual property rights of any third party to this Agreement; (i) any failure by a Vendor to find work opportunities through the Marketplace; (j) any failure by a Visitor to find a suitable service provider through the Marketplace; and/or (k) for any breach of the Conditions of Use and Site Content Standards (as defined herein).
The End-User agrees that the End-User will be solely responsible for all activities that occur under the End-User’s Account, whether the End-User is aware of them or not. The End-User agrees to hold the Company harmless and release the Company from any loss or liability whatsoever that the End-User may incur as a result of someone other than the End-User using the End-User’s password or account, either with or without the End-User’s knowledge. The End-User agree to indemnify the Company for any damages, third party claims or liabilities whatsoever that the Company may incur as a result of activities that occur on or through the End-User’s account, whether or not the End-User were directly or personally responsible.
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
If you believe that any material available on or through the Website or Marketplace infringes upon any copyright you own or control, please immediately notify us at EMAILADDRESS (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the App infringes your copyright, you should consider first contacting an attorney.
All Notifications should meet the requirements and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the App are covered by the Notification, a representative list of such works on the App; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
If you believe your own copyrighted material has been removed from the Website or Marketplace as a result of a mistake or misidentification, you may submit a written counter notification to The Company using the contact information provided below (a “Counter Notification”). Your Counter Notification must include the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Province of Ontario; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.
For support inquiries, or to report objectionable content, please contact the Company at EMAILADDRESS.
Amendment to Terms
Independent Legal Advice
The End-User agree that the laws of the province of Ontario and the federal laws of Canada as applicable therein, without regard to the principles of conflict of laws (“Applicable Law”), will govern this Agreement and any dispute of any sort that may arise between the End-User and Company. With respect to any disputes or claims, the End-User agree not to commence or prosecute any action in connection therewith other than in the provinceof Ontario, and the End-User hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario. The End-User agree to pay reasonable attorneys' fees and court costs incurred by the Company to collect any unpaid amounts owed by the End-User.
Survival of Agreement
The Company reserves the right to contact you from time to time for feedback regarding our Marketplaces and the Website. We will also contact any User who files a complaint with The Company regarding a representative of the Company or the Website or Marketplace overall. Notices to End-Users will be deemed effective at the time they are sent by the Company or as of the date they are posted on the Website.
Maintenance and Support
The Company is solely responsible for providing any maintenance and support services with respect to the Website or Marketplace when required from time to time or as required under applicable law. If you notice a problem or error on the Website or when using the Marketplace you can report it to EMAILADDRESS.
Name and Address
The Company’ contact information for any end-user questions, complaints or claims with respect to the Company’s properties is EMAILADDRESS.