Last updated: June 2019, V1.0
What is Personal Information?
What Personal Information Do We Collect?
Consent to Use Personal Information
We may use your personal information, including account information, for the following purposes:
To provide the Product and Services to you and to other users of the Product and Services
To improve the quality of the Product and Services through polls, surveys and other similar feedback gathering activities conducted by us and/or third parties;
To create, manage and control your account information, and to verify access rights to the Product and Services;
To provide interaction with other users of the Services, for example, business users and promoters;
To provide promotions, marketing and targeted advertisements to you from us and/or from other users or third-parties that have compensated us to do so;
To share, promote, or communicate the Product and/or Services with your linked or shared contacts and/or social media accounts;
To bill your account or effect payment for any of the Services;
To communicate with you, including for the purpose of providing you with information about the Services, or informing you of changes or additions to the Services or of the availability of any other services or features we provide;
To assess service levels, monitor traffic patterns and gauge popularity of different features and service options of the Product and/or Services;
To protect against fraud or error, and to respond to claims of any violation of our rights or those of any third parties;
To respond to your requests for customer service;
To protect the rights, property or personal safety of you, us, our users and the public;
As required to comply with applicable laws or as authorized by applicable laws; and
We may occasionally communicate with you regarding our products, services, news and events. You have the option to not receive this information. For email communications, we provide an opt-out function within all email communications of this nature, or will cease to communicate with you for this purpose if you contact us and tell us not to communicate this information to you. The only kind of these communications that you may not “opt-out” of are those required to communicate matters related to the Services or payment, including information specific to your Account, planned Services suspensions and outages. You may also occasionally receive communications, such as push notifications, messages, or emails, from other users, businesses, or promoters; for example, from those other users, businesses, or promoters you have selected to follow, or from those we have designated as relevant to you. We reserve the right to receive payment from other users or third-parties in exchange for the ability to provide you with communications through the Services or in exchange for your contact information.
For the purposes of billing your account, we may share your credit card and other payment information with banks or other third parties, such as Stripe or PayPal or similar providers, in order to process payments. In addition, while Venue has in place up-to-date technology and internal procedures to guard such payment information against unauthorized access or intruders, there is no guarantee that such technology or procedure can eliminate all the risks of theft, loss or misuse. We shall not be liable to you or any other person for any damages that might result from unauthorized use, publication, disclosure or any other misuse of such payment information, including credit card information.
Age of Consent
We do not knowingly provide the Services to, and will not knowingly collect the personal information from anyone under the age of consent.
Rights to Your Information
You have the right to delete your information at any time through the Product and/or Services.
We have implemented appropriate security safeguards designed to protect your information in accordance with industry standards. Some aspects of your Personal Information will form part of your profile and will be publicly visible including visible to other users, businesses, and promoters. For general users, the publicly visible profile information may include your name, age, gender, city, and profile picture. For business users and promoters, the publicly visible profile information may include the name of your business, your address, email address, city, telephone, business details, profile picture, and location. We retain the right to sell and/or share your name, age, gender, address, city, email address and/or contact information with third-parties, business users, or promoter users for promotional and/or data gathering purposes.
We may use advertising technologies and web beacons to collect information about you. By using the Services, you consent to our use of beacons and other advertising technologies. We may use targeted advertisements, including from advertisements from other users, both on and off of our Services through direct advertisements and through a variety of ad networks and ad exchanges, using information collected about you including your age, gender, address, city, location, and information about your use of the Services. During your use of the Services, we may show you advertisements or sponsored content. If you take an action on the advertisements or sponsored content, your action may be seen by the advertiser, sponsor, and/or other users.
Information Technology (IT) and Customer Service
We may also use your personal information to generate Anonymized Data that may or may not be aggregated with other Anonymized Data, such as Anonymized Data from other users. The Anonymized Data is for analytics, research, and demographics purposes and for sharing with others on a selective basis at our sole discretion. “Anonymized Data” means records which have been stripped of information potentially identifying users, and which have been manipulated or combined to provide anonymous information. Your identity and personal information will be kept anonymous in Anonymized Data. We may sell the Anonymized Data to third-parties or business users for analytics, research, and demographics purposes.
Cookies and Log Files
Change of Ownership or Business Transition
In the event of a change of ownership or other business transition, such as a merger, acquisition or sale of our assets, your information may be transferred in accordance with applicable privacy laws.
The servers that we store Personal Information on are kept secure in accordance with industry standards. We may also use third-party data storage providers to store your Personal Information, such as Amazon Web Services.
We will strive to prevent unauthorized access to your personal information, however, no data transmission over the Internet, by wireless device or over the air is guaranteed to be 100% secure. We will continue to enhance security procedures as new technologies and procedures become available. However, there is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards.
We strongly recommend that you do not disclose your password to anyone. If you forget your password, we will ask you for your ID and send you an email to reset your password.
Please remember that, ultimately, you are responsible for maintaining the secrecy of your identification, passwords and/or any personal information in your possession for the use of the Product and/or Services. Always be careful and responsible regarding your personal information. We are not responsible for, and cannot control, the use by others of any information which you provide to them and you should use caution in selecting the personal information you provide to others through the Product or Services. Similarly, we cannot assume any responsibility for the content of any personal information or other information which you receive from other users through the Product or Services, and you release us from any and all liability in connection with the contents of any personal information or other information which you may receive using the Product or Services. We cannot guarantee, or assume any responsibility for verifying, the accuracy of the personal information or other information provided by any third-party. You release us from any and all liability in connection with the use of such personal information or other information of others.
TERMS OF SERVICE
Last Updated: May 2019, V1.0 [NTD: need to update this reference when finalized]
The Venue Global, Inc (“Venue”, “we”, “us”, “our”) provides this Terms of Service (the “Agreement” or “Terms of Service”) to set forth the terms and conditions that apply to your access and use of www.thevenueglobal.com, use “The Venue” software or mobile application, or any other website or software through which either of these is accessed (the “Product”) and use the services available thereon, including without limitation the services offered through our website, emails, notifications, software, and mobile applications (the “Services”).
BY ACCEPTING THIS AGREEMENT, EITHER BY SIGNING UP FOR AN ACCOUNT, USING THE SERVICES, OR BY EXECUTING A SUBSCRIPTION THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO BOTH YOU AND SUCH ENTITY JOINTLY AND SEVERALLY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
Ability to Enter into this Agreement
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.
Provision of Services
Subject to your compliance with the remaining terms of this Agreement, we will provide the Services to you until the expiry of the Term, as described below. If our provision of the Services requires payment, such as for a sponsored business account, we will provide the Services to you for the period of time that you have paid for such Services (collectively, a “Services Period”). During the Services Period, we may modify, add to, or remove any of the features made available in the Services, providing notice where appropriate.
Your Profile Information and Account
During the Services Period, we will provide you with a single user identification reference to the extent, and only to the extent, necessary to access and use the Product and Services in accordance with this Agreement. You agree to use your single user identification reference to create a reasonably secure username and password (together, the “User ID”). You agree and understand that you are responsible for maintaining the confidentiality of your User ID. That User ID, together with any or other user information you provide, will form your “Profile Information” and allow you to access your account (“Account”) information and the Services. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to us that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Product or Services, including access to the email account that you may have linked to your Account.
If you provide any Profile Information that is, or that we have reasonable grounds to suspect is, untrue, inaccurate, not current or incomplete, we have the right to refuse to create an account for you, or if an account has been created, to suspend or terminate your account and refuse any and all current or future use of the Services. These same rights hold true if you fail, or we have reasonable grounds to suspect you have failed, to update any such information within a reasonable time.
Your right to access and use the Product and Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any unauthorized third-party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying us immediately. It is your responsibility to update or change any Account or Profile Information, as appropriate.
Where payment has been provided, we deem the person under whose name the payment was received for the Services to be the owner and controller of the User ID, Profile Information and Account for all purposes under this Agreement. If a corporate or other organization’s name provides the payment, that corporation or organization is deemed to be the owner. If any dispute arises as to who owns or controls a User ID, Profile Information, or Account, payment for the Services will continue to be charged and you will be responsible to pay for the Services until we receive written confirmation from the Account email address confirming a change in ownership and control of the Account.
In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any subscriptions at any time by clicking “Unsubscribe” at the bottom of such communication or by contacting firstname.lastname@example.org. Doing so may have a material impact on our ability to provide any Services to you, and we are not responsible if you do so.
As a condition of your continued access to and use of the Product and Services, you agree to abide by all applicable local, state, provincial, national, international and other laws and regulations, including, without limitation laws regarding the transmission of technical data or software. Without limiting the breadth of the preceding sentence, “Acceptable Use” means that you agree not to:
a) harvest or otherwise collect or store information about others, including e-mail addresses, without their consent;
b) for the purpose of misleading others, create a false identity as to the identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through use of the Services;
c) impersonate any person or entity, including, but not limited to, an administrator, other users, business, or promoters, or falsely state or otherwise misrepresent your affiliation with a person, business, or entity;
d) attempt to gain unauthorized access to the Product, and Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means;
e) interfere with or disrupt networks connected to the Product or Services or violate the regulations, policies or procedures of such networks;
f) interfere with or disrupt the Product or Services, or disrupt servers or networks affiliated with the Product or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Product or provision of the Services;
g) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of the other members of the Services or other user or usage information or any portion thereof other than in the context of your use of the Services as permitted under the Terms of Service;
h) upload, post, message, email, or otherwise transmit any Prohibited Content, as defined herein;
i) promote, organize, perform, or attempt to perform an unlawful act; and
j) interfere with another user's use and enjoyment of the Services or another individual's or entity's use and enjoyment of similar services.
Submission of Content
The Product and the Services enable you to provide or upload content, including but not limited to account information, messages, materials, data, text, music, sound, images, photos, logos, videos, graphics, and other submitted information or content (collectively, “Content”), to us for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it. You acknowledge and agree to fully comply with the Acceptable Uses at all times.
You represent and warrant that you will not upload, post, message, email, or otherwise transmit any Prohibited Content. Prohibited Content means Content that:
a) you do not own unless you have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to us or our use thereof will not violate the copyrights, moral rights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity;
b) constitutes unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
c) you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
d) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racially, ethnically or otherwise objectionable, or could be considered "stalking", where what is hateful or discriminatory may be based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by us;
e) contains any form of destructive software such as a virus, worm, trojan horse, time bomb, cancelbot, or any other harmful or any other computer file, program or code, designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or
g) harms minors in any way.
You agree that we are not responsible for any violations of the above including any violations of any your intellectual property rights, or intellectual property rights of a third-party, in any Content that you submit to us or is submitted by another user. You agree to pay all royalties, fees, fines, and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you to us. You also agree that we are not liable to pay any royalties, fees, fines, and any other monies owing to you by reason of the Content uploaded, displayed or otherwise provided by another user.
Our Intellectual Property
All material available through use of the Product and the Services, and all material and services provided by or through us, our affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, websites, software, mobile applications, API, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, video or other materials, whether publicly posted or privately transmitted as well as all modifications, enhancements, upgrades, and derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws. You are strictly prohibited from using the Materials in any way that infringes or violates our rights of ownership, including making, selling, or distributing any unauthorized copies of the Materials.
Nothing contained in this Agreement shall be interpreted as conferring any licence or right under any of our copyright, patent, trade-mark or proprietary rights, or those of any third-party, whether expressly or by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved to us and our licensors. We vigorously enforce our intellectual property rights and aggressively prevents their misuse.
This section does not apply to Content (as defined in the section entitled “Submission of Content”); however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to us related to the Services, the Product or our business (“Feedback”) are and shall be our exclusive property without any compensation or other consideration payable to you by Venue, and you do so of your own free will and volition. We may or may not, in our sole discretion, use or incorporate the Feedback in whatever form or derivative we may decide into the Product, the Services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Venue in any Feedback and, as applicable, waive any moral rights.
Intellectual Property Policy
We respect the intellectual property of others and expects users of the Product and Services to do the same. At its discretion and in appropriate circumstances, we may terminate the accounts of users or prevent access to the Services by users who infringe upon the intellectual property rights of others. If you believe that your copyrighted work has been copied and is accessible on our Services in a way that constitutes copyright infringement, you may notify us by emailing email@example.com with the following information:
a) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
b) a description of the copyrighted work that you claim has been infringed and a description of the infringing activity;
c) identification of the location where the original or an authorized copy of the copyrighted work exists;
d) identification of the user profile or other specific location on the Services where the material that you claim is infringing is located; you must include enough information to allow us to locate the material;
e) your name, address, telephone number, and e-mail address;
f) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
g) a statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
On receipt of a complaint, we may make the material or files in question unavailable until the review has been completed. We may also conduct an internal review to determine the nature and location of the content or abuse, and, where warranted consult with legal counsel and/or outside authorities, and/or notify the alleged infringer of the complaint, with a request for a response within a specific time period and, if no response is received within that time, may destroy or delete offending content.
Fees and Invoicing
Where payment has been provided as part of the Services, we will automatically charge your payment method on a periodic basis and provide a receipt of payment. The payment method may use third-party payment services, such as Stripe. Pricing for the Services is located as part of the Services and on your receipt. Fees will be charged in accordance with a fee structure specified when signing up for, or otherwise starting the Services, which is subject to change.
We reserve the right to modify our billing rates at any time upon written notice by posting such fee changes to the Services or through email notification to you. You will be liable to pay such modified billing rates and are free to cancel your Services at any time subject to the Cancellation policy as put forth in this agreement.
We reserve the right to invoice you for reasonable administrative costs due to late payments or insufficient fund (NSF) fees.
Termination and Suspension of Service
You may cancel your Account at any time through appropriate interaction with the Services. Cancellation must be issued via your Account on the Services or via firstname.lastname@example.org to confirm cancellation; your Account is not considered to be cancelled until you receive confirmation either via your Account or by email from us.
We may also in our sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Product or Services under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or to the Services. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the Product or Services.
Where payment is received as part of the Services, this Agreement remains in force as long as your Services Period is active and you continue to comply with the terms of this Agreement. At the end of your Services Period, your subscription to the Services will automatically renew for an additional Services Period of at least three (3) months until explicitly cancelled by you or us as described in this section. If you or we terminate or cancel the Services in the middle of your Services Period, you will still be liable for any and all charges incurred on your Account and partial months paid may not be refundable. You expressly agree that we are authorized to charge to payment method you provide: (i) a fee for any applicable Services for which you have subscribed, billed on a basis of the Services Period, (ii) any other fees for Services you may purchase, (iii) any charges for use of the Services in excess of the usage or other limits placed on your use of the Services (and you hereby consent to such charges and agree we are not required to notify you of any such charge in advance) (iv) any applicable taxes in connection with your use of the Services; and (v) any costs to reimburse us for all collection costs and interest for any overdue amounts. If the payment method you provide expires and you do not provide new payment information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees.
Where payment is received as part of the Services, any cancellation requested must be effected at least five (5) business days prior to the end of the Services Period, as applicable, otherwise you will incur a subsequent charge for the next Services Period before your cancellation takes effect. You will remain liable for all charges accrued on your Account up to the time of cancellation, including full fees for the then current Services Period in which you cancelled your Account. We are under no obligation to store your Content and may delete your Account and your Content immediately upon cancellation or may keep your Account and your Content for up to 90 days following the last day of the month of cancellation. Upon request from you, we will make available for access to you any of your Content for 90 days from the effective date of termination of the Services.Taxes
You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to any purchase or sale of services or goods under this Agreement. When purchasing or selling services or goods under this Agreement, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as Materials or in connection with the Services indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to the purchase or sale of services or goods under this Agreement.
Use of User Information
If you as a business or promoter use the Services to collect, store, use or disclose sensitive or personal information about identifiable users, you will only do so in accordance with applicable law, and furthermore take all measures to protect the privacy and legal rights of those individuals. If users provide you with sensitive information or personal information, you must make the users aware that the information is being collected and its intended purpose, and you must provide legally adequate privacy notice and protection for those users. If you store personal or sensitive information, you must do so securely. YOU WILL INDEMNIFY, DEFEND AND HOLD US HARMLESS FOR ANY FAILURE TO COMPLY WITH THE FOREGOING, OR FOR ANY CLAIM MADE AGAINST US BY ANY THIRD-PARTY RELATED TO YOUR USE OF THE SERVICE IN RELATION TO PERSONAL INFORMATION OR SENSITIVE INFORMATION.
Disclaimer of Warranties
YOUR USE OF THE PRODUCT OR SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE PRODUCT OR SERVICES, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD-PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE PRODUCT AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE PRODUCT OR SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
WE DISCLAIM ANY WARRANTY THAT THE PRODUCT, THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCT OR THE SERVERS THAT MAKES THE PRODUCT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE PRODUCT OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE PRODUCT AND THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE PRODUCT OR SERVICES OR OTHER ACTIONS THAT WE, IN OUR SOLE DISCRETION, MAY ELECT TO TAKE. WE MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD-PARTY CONTENT) OR ADVERTISING ON THE PRODUCT OR SERVICES; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE PRODUCT OR SERVICES.
WE ARE NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY US, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY US.
We disclaim any liability or responsibility for any unauthorized use of Your CONTENT by third parties or OTHER Users of THE SERVICES and ARE not responsible for protecting Your CONTENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE SERVICES ARE offered and controlled by US from OUR facilities in Canada. We make no representations that THE PRODUCT, THE PRODUCT OR THE SERVICES ARE appropriate or available for use in other locations. Those who access or use THE PRODUCT, THE PRODUCT OR THE SERVICES from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Third-party Products and Content
The Services may permit you to link to other websites, mobile applications, or resources on the Internet, and other websites or resources may contain links to the Services, the Product, or the Product. These other websites, mobile applications, or resources on the Internet are not under our control, and you acknowledge that we are not responsible or liable for any third-party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third-party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by us or any association with our operations. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods or services available on or through any such website or resource. Access and use of third-party sites, including the information, material, products and services on third-party sites or available through third-party sites, is solely at your own risk.
Exclusive Remedy and Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL WE OR OUR OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD-PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE PRODUCT OR SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY SUBSCRIPTION. OUR TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) [$100]; AND (B) THE TOTAL AMOUNTS YOU PAID TO US IN THE [THREE (3) MONTHS] IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO A TRIAL PROGRAM OR YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO US OR THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS SHALL APPLY WITH RESPECT TO THIRD-PARTY LIABILITY OF ANY KIND.
THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD-PARTY PRODUCTS OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN US AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE PRODUCT OR RECEIVED BY YOU ON ANY THIRD-PARTY PRODUCTS. YOU ALSO AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE PRODUCT.
We shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Services.
Waiver of Jury Trial and Class Action Rights
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE PRODUCT, THE SERVICES, AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
Limitation of Time
YOU AGREE THAT YOU WILL NOT BRING A CLAIM UNDER OR RELATED TO THIS AGREEMENT MORE THAN 12 MONTHS FROM WHEN YOUR CLAIM FIRST AROSE.
You agree to indemnify, defend, and hold harmless us, and our subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third-party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Product or the Services, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Product, the Services and any Content, including without limitation your Profile Information and any third-party Content forming part of the Product; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third-party and otherwise as set out herein. We reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these Claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such Claims upon becoming aware of it.
If there is any dispute between you and us about or involving this Agreement, the Product, or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions.
EXCEPT FOR ANY CLAIM INVOLVING THE OWNERSHIP OF INTELLECTUAL PROPERTY, ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION UNDER THE RULES OF THE CANADIAN ARBITRATION ASSOCIATION. The appointing authority will be the Canadian Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the Canadian Arbitration Association in accordance with its rules. The place of arbitration will be Toronto, Ontario, Canada. The language of the arbitration will be English.
Any claim, proceeding or action that arises under this Agreement shall submit to the exclusive jurisdiction of the courts in Toronto, Ontario, Canada with respect to any claim, proceeding or action relating to or otherwise involving the ownership of intellectual property, howsoever arising, provided always that we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that this Agreement is specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.
You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Agreement (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
The sections of “Submission of Content”, “Monitoring”, “Our Intellectual Property”, “Intellectual Property Policy”, “Termination and Suspension of Service”, “Taxes”, “Use of User Information “, “Disclaimer of Warranties”, “Exclusive Remedy and Limitation of Liability”, “Waiver of Jury Trial and Class Action Rights”, “Third-party Products and Content”, “Limitation of Time”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.
You may contact us by email at email@example.com or by mail at Suite 315 – 150 East Liberty St, Toronto, ON, M6K 3R5, Canada.