VEASE TECHNOLOGIES LTD.
TERMS AND CONDITIONS
These terms and conditions (these “Terms”) constitute a legally binding agreement between you and Vease Technologies Ltd. (“Vease,” “we”, “us” or “our”) governing your access to and use of the Vease website https://www.vease.io (the “Site”) and/or the Vease iOS, Android application and the software and services available thereon (the “Application”). The Site and/or the Application shall collectively be referred to as the “Service”.
If you are using the Service on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to the Terms for that organization and representing and warranting that you have the authority to bind that organization to the Terms. In such a case, “you”, “your” and “user” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Vease.
By entering into these Terms and/or accessing or using the Service, you expressly acknowledge that you understand these Terms and accept all of its terms and conditions. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN, YOU MAY NOT ACCESS OR USE THE SERVICE.
- The Service
Through the Service, Vease facilitates the connection of individuals or businesses seeking certain service offerings (“Clients”) with persons or businesses who provide such service offerings (“Service Providers”) and assists in the booking and payment process as it relates to such service offerings. Clients and/or Service Providers are referred to in these Terms as “Users” and each as a “User”. Vease limits the kinds of service offerings that can be promoted, advertised, requested or booked through the Service. For greater certainty, if the category of service offering a User is looking to book, request, promote or advertise is not specified on the Service, then such a service offering cannot be booked, requested promoted or advertised on the Service by a User. Through the Service, (a) each Service Provider may promote their service offerings to Clients and each Client may, in its sole discretion, elect to connect with such Service Provider to purchase their service offerings; or (b) each Client may post a specific service offering they are seeking and the Service Provider who offers such services may respond to such post and the Client may, in its sole discretion, elect to connect with such Service Provider to book or inquire about booking his/her/their services. Vease will not be a party to any agreement or contract, verbal or otherwise, between a Client and a Service Provider. As such, you acknowledge that we do not provide any service offerings as offered by the Service Providers ourselves and that all such service offerings are provided by the Service Providers who are independent of and are not employed by us or any of our affiliates.
(b) Additional Policies. In addition, by accessing or using the Service, you agree to be bound by any additional policies, guidelines, rules, obligations, agreements or documents communicated through the Service or otherwise by Vease, including, without limitation, as applicable, any policies referred to in these Terms. For example, we may post additional policies, guidelines, rules, obligations or agreements that specifically relate to your use of the Service. You agree to comply with such policies, guidelines, rules, obligations, agreements or documents even if they are not identified in these Terms.
- Eligibility to Use the Service
(a) Eligibility. The Service may only be used by individuals who can form legally binding contracts under applicable law. The Service is not available to persons under the age of majority in your province or territory of residence or Users who have had their User Account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least the age of majority in your province or territory of residence and that you have the right, authority and capacity to enter into and abide by the terms and conditions of these Terms. You may not allow other persons to use your User Account, and you agree that you are the sole authorized user of your User Account.
(b) Connection. In addition, to use the Service, you must have continued access to the internet. You are responsible for obtaining (i) all necessary telecommunications equipment, services, software and other materials; and (ii) the data network access, necessary to access and use the Service. Your mobile network’s data and messaging rates and fees may apply, and you are responsible for such rates and fees.
- User Accounts; Registration Data; Account Security; Verifying Information
(a) Registration for a User Account and Account Security. You can browse the Site without registering for a User Account. In order to become a Client, connect with a Service Provider and use the Application, you must register for an account through the Service (“User Account”). You may be required to submit additional information, either when registering for a User Account or thereafter (“Verifying Information”). Upon submission of such Verifying Information, you authorize Vease to request, receive, use and/or store such information. Where permitted, Vease has the right, but not the obligation, to undertake screenings, checks, and processes designed to check your Verifying Information. Upon registration for a User Account, you may be required to perform and able to do certain actions, as further specified on the Service or as otherwise communicated by Vease. When and upon registering for a User Account, you agree to (i) provide accurate, current and complete information as may be prompted through online accounts you may have with third party social media services or by any registration forms on the Service (“Registration Data”); (ii) maintain the security of your password; (iii) maintain and promptly update the Registration Data, and any other information you provide to the Service or otherwise to Vease, and to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the Registration Data and any other information or material you provide to the Service or otherwise to Vease. You may not impersonate any other person while using the Service. Vease will not be liable for any loss or damage from your failure to comply with this obligation. You may not allow other persons to use your User Account and you agree that you are the sole authorized user of your User Account. You shall at all times be responsible and liable for all actions conducted through and related to your User Account.
(b) Connecting Through a Social Media Account. By connecting to the Service through a social media account (including via in-application feedback, any email feature, or through any Vease-related Facebook, Twitter or other social media posting), you understand that Vease may access, store, and make available content from your social media account according to the permission settings of your social media account (e.g., friends, mutual friends, contacts or following/followed lists). You understand that your social media content may be available on and through the Service to other Users. Unless otherwise specified in these Terms, all social media content, if any, shall be considered to form part of your Registration Data.
- Fees, Refunds and Bookings
(a) Fees. You can register for a User Account and use the Service without the payment of any fees. However, service offerings purchased from a Service Provider through the Service may be paid for and processed through the Service. There may be additional service fees associated with the processing of the fees associated with any purchased service offerings.
(b) Fee Change. We reserve the right to introduce or change a fee to access or use the Service from time to time. If a fee is changed or a new fee is introduced, it will take effect no earlier than thirty (30) days from the date it is posted on the Service, your User Account or as otherwise communicated to you in writing by Vease. If you do not accept the changed or new fee, you must terminate your User Account prior to the end of the thirty (30) day period. After such period, if your User Account is not terminated, your continued use of the Service after the effective date of the change indicates your agreement with the new fees. You are responsible for all taxes applicable to the fees and any other charges in any applicable jurisdiction.
(c) Refunds or Credits. We may, in our sole discretion, on a case-by-case basis, issue a refund or credit for any fees you pay us to access or use the Service when we believe it is warranted. For greater certainty, if you pay for any service offerings offered by a Service Provider through the Service, we are not responsible for any refunds or credits associated therewith and all such inquiries should be directed to the Service Provider.
(d) Bookings. Although the Application may facilitate the booking, rescheduling or cancellation of a Service Provider, Vease is not responsible or liable for any missed, cancelled or rescheduled bookings and/or any refunds or credits that may be associated therewith. All such inquiries should be directed to the Service Provider.
(e) Payment Processing. Users may be required to provide a credit card, other payment and/or banking information when registering for a User Account. If and when you add a credit card, payment method and/or banking information to a User Account, you represent and warrant that you are authorized to use such designated payment method, and you authorize us to provide this information to our third party payment processor. You acknowledge and agree that our third party payment processor’s terms will govern your agreement and interactions with them and that we have no liability arising from your use of or access to their payment processor. You agree to review our third party payment processor’s terms and policies. Vease reserves the right to switch payment processing vendors in its discretion.
- Ownership, Copyright and Trademarks
(a) User Content. Content (as defined below) provided by Users is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on the Service may include posted information (including, without limitation, service offerings posted, advertise and promoted by Service Providers or service offering requests posted by Clients), images, feedback, communication between Users, Verifying Information and other data uploaded by a User to the Service. Vease’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 8 of these Terms.
(b) Ownership, Copyright and Trademarks. Other than User Content, the Service (including the Content thereon) and any other software used to create and operate the Service, the Service is the property of Vease or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Service, such content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners.
(c) Responsibility. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit, without notice, any User Content posted or stored on the Service, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Service. You shall be solely responsible for all inputs, selection and use of the Service and all User Content or other data transmitted, received or created during your use of the Service, even if transmitted, received or created by someone else (including, without limitation a another User), and you agree to defend, indemnify and hold Vease and the Released Parties harmless from any Claims which may result therefrom.
- License to Use the Service, License Restrictions and Restricted Activities
(a) Content. In these Terms the content on the Service, whether made available to you or provided by you, including, without limitation, all User Content (as defined below), information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
(b) License. Vease grants to you a revocable, non-exclusive, non-sublicensable license to use and access the Service and to view the Content available to you through the Service (“License”).
(c) License Restrictions and Restricted Activities. Other than as expressly permitted in these Terms, the Service, the Content and the License (including, without limitation, your use thereof and related thereto) are subject to the following restrictions, terms and conditions:
(i) The Service (including your User Account) is for your use only. You may not resell, rent, share, lease, transfer, display, host, sublicense or provide it in any other way to anyone else, except as permitted through the Service.
(ii) You may not make or distribute copies of the Service.
(iii) You may not alter, merge, adapt, reformat, download or translate the Service, or decompile, reverse engineer, disassemble, or otherwise reduce the Service to a human-perceivable form.
(iv) You may not copy the Service or any part, feature, function or user interface thereof.
(v) You may not modify, reproduce or create derivative works based on the Service or the Content.
(vi) You may not use the Service for any application deployment or ultimate production purpose.
(vii) You may not use the Service to develop any application, offering or service having the same or similar primary function as the Service.
(viii) You may not access or use the Service in any way for the purposes of competing with the Service or in order to build a competitive product or service.
(ix) You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
(x) You may not otherwise use the Service or the Content other than for its intended purpose.
(xi) You may not (i) impersonate any person or entity; (ii) stalk, threaten, abuse, injure or otherwise harass or cause physical harm to any person; or (iii) carry any weapons.
(xii) Except as expressly permitted herein, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, these Terms and your User Account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
(xiii) Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The License in this Section is revocable by Vease at any time.
(xiv) Your use of the Service and the Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law (including, without limitation, any patent, trademark, trade secret, copyright or other intellectual or proprietary rights).
(xv) You may not provide information or act in a manner that is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually-oriented, threatening, harassing, hateful or illegal.
(xvi) You may not use, or encourage, promote, facilitate or instruct others to use the Service for any illegal, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libelous, menacing, offensive or invasive of another person’s privacy use or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libelous, menacing, offensive or invasive of another person’s privacy.
(xvii) You may not (i) index, scrape, “data mine”, survey or in any way reproduce or circumvent the navigational structure or presentation of the Service; or (ii) link directly or indirectly to any other websites, applications or services, unless otherwise approved by Vease in writing.
(xviii) You may not use the Service to violate the security or integrity of any network, computer or communications system, software application, or network or computing device.
(xix) You may not interfere with or disrupt the Service or servers or networks connected to the Service or disobey any requirements, procedures, policies or regulations of networks connected to the Service or misuse the Service by introducing viruses, defects, trojans, worms, logic bombs or other material or item which is technologically harmful or destructive in nature.
(xx) You may not attempt to gain unauthorized access to the Service, the server(s) on which the Service is/are stored, or any server, computer or database connected to the cloud server(s) on which the Service is/are hosted.
(xxi) You may not make network connections to any Users, hosts, or networks unless you have permission to communicate with them.
(xxii) You may not distribute, publish, send or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising or solicitations (like ‘spam’), including commercial advertising and informational announcements.
(xxiii) You may not use the Service in any way so as to bring the Service, or any part thereof or any third-party related thereto, or Vease into disrepute.
(xxiv) You may not transfer or sell your User Account, password and/or identification to any other party.
(xxv) You must comply with and abide by the User Content Guidelines (as defined below).
Vease reserves the right, but does not assume the obligation, to investigate any violation of this Section or misuse of the Service.
- Your Limited License of Your User Content to Vease
(a) Ownership. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the Service, now and in the future. For example, if you post your need for specific service offerings on the Service, we need your license to display that User Content on the Service, and we need the right to sublicense that User Content to our other Users of the Service so that they can view that User Content.
(b) License. Therefore, by posting or distributing User Content to or through the Service, you (a) grant Vease and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Service from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right and consent to collect, use, disclose, post and distribute that User Content, to or through the Service; and (ii) the collection, use, disclosure and posting or other transmission of such User Content complies with all applicable laws and does not violate these Terms (including the restrictions described Section 9).
(c) Sublicense. If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Service, as described in this Section.
(d) Rights Granted. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Service. And they are transferable because we need the right to transfer these licenses to any successor operator of the Service. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Service does this to your User Content when it processes it for use in the Service.
- User Content Guidelines and Reviews Guidelines
(a) General. The Service may permit Users to upload or input User Content, including ratings and reviews of other Users. User Content submitted to any public area of the Service will be considered non-confidential.
(b) User Content Guidelines. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following (“User Content Guidelines”):
(i) any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of Vease;
(ii) content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law;
(iii) content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
(iv) content that is intended to advertise the services, products or offerings of another person;
(v) private information of any third party, including without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
(vi) viruses, corrupted data or other harmful, disruptive or destructive files; or
(vii) content that is unrelated to the use of the Service.
(c) Review Guidelines. Reviews posted on the Service must comply with the following (“Review Guidelines”):
(i) Users who wish to post a review of the Service or another User must have a User Account;
(ii) reviews must be helpful and reasonable and must only accurately describe the true experience that the User had with the Service or such other User (i.e. no hearsay);
(iii) reviews must be legal and must not infringe the rights of any party;
(iv) reviews must comply with the User Content Guidelines above;
(v) reviews must not be written by or be about individuals under the age of 18;
(vi) reviews must be written in English; and
(vii) reviews may not be of a commercial nature (including the posting of any web addresses, links, HTML or other coding or promotional items).
(d) Violation of Guidelines. Reviews on the Service are the sole, subjective opinion of the Users who posted them. Vease does not endorse any of the reviews posted on the Service and reserves the right to review and/or delete a review for any reason, including, but not limited to a contravention of this Section. If you believe that a review was written in a manner that contravenes these Terms, you may request the removal of such review through the Service. Any use of the Service or portions of the Service in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Service.
- Security of the Service
To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all Content and information on the Service is encrypted using SSL certificates. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Service, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.
- Third Party/Open Source Software
The Service may contain and/or may connect to third party software and/or open source software, which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). These Third Party Licenses are made a part of and incorporated into these Terms. By accepting these Terms, you are also accepting the Third Party Licenses, if any. Third Party Licenses may be viewed through the Service or by contacting Vease at https://www.vease.io/privacy-policy/.
- Third-Party Service Providers and Partners
Vease may hire or engage one or more third-party partners to perform any or all of its obligations under the Terms. We operate the Service in conjunction with our independent contractors. Our independent contractors and third-party partners may have access to your personal or business information in providing services to us, or providing you with access to the Service. We may use a variety of third-party service providers, independent contractors, employees and servers in locations both inside and outside of Canada, which may make your personal or business information the subject of foreign laws and foreign legal proceedings.
- Linked Sites
The Service may contain links to third party websites (“Third Party Sites”) or third party content (“Third Party Content”) as a service to those interested in this information. You use links to Third Party Sites or any Third Party Content or service provided there at your own risk. Vease does not monitor or have any control over, and makes no claim or representation regarding, such Third Party Content or Third Party Sites. Vease provides these links only as a convenience, and a link to a Third Party Site or Third Party Content does not imply Vease’s endorsement, adoption or sponsorship of, or affiliation with, such Third Party Site or Third Party Content. Vease accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of any Third Party Content, Third Party Sites, or websites linking to the Service. When you leave the Service, unless otherwise stated herein, our Terms and policies no longer govern. You should review applicable terms and policies, including, without limitation, privacy and data gathering practices, of any Third Party Site, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- Advertisements and Promotions
Vease may run advertisements and promotions from third parties on or through the Service (including, without limitation, those from Service Providers promoting their service offerings). Your business dealings or correspondence with, or participation in promotions of advertisers other than Vease, and any terms, conditions, warranties or representations associated with such dealings are solely between you and such third party. Vease is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third party advertisers on or through the Service.
THE SERVICE AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM VEASE OF ANY KIND, EITHER EXPRESS OR IMPLIED. VEASE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. VEASE DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR THE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SERVICE OR THE CONTENT OR ANY PORTION THEREOF. WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.
WHILE WE TAKE CERTAIN MEASURES TO SCREEN ACCOUNT ACCESS TO POTENTIAL SERVICE PROVIDERS, YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR VETTING AND CONDUCTING YOUR OWN DUE DILIGENCE ON ANY USER YOU COMMUNICATE WITH OR ENGAGE THROUGH THE SERVICE. THERE ARE POTENTIAL RISKS, INCLUDING BUT NOT LIMITED TO THE RISK OF PHYSICAL HARM, WHEN YOU DEAL WITH SOMEONE (PERSON ON ENTITY) YOU CONNECT WITH THROUGH THE SERVICE. YOU ASSUME ALL RISKS ASSOCIATED WITH DEALING WITH OTHER PERSONS AND/OR ENTITIES WITH WHOM YOU MEET, CONTRACT WITH OR COME IN CONTACT THROUGH THE SERVICE. WE PROVIDE NO ASSURANCES, GUARANTEES OR REPRESENTATIONS (EXPRESS OR IMPLIED) REGARDING THE QUALITY, REPUTATION, LEGALITY, INTEGRITY, RESPONSIBILITY, TIMELINESS, SUITABILITY, ABILITY OR ACTIONS OF ANY USER (INCLUDING, WITHOUT LIMITATION, THEIR PERSONNEL, IF AND AS APPLICABLE) WHETHER IN PUBLIC, PRIVATE, ONLINE OR OFFLINE INTERACTIONS AND/OR THE PROVISION OR FAILURE TO PROVIDE OR PERFORM ANY SERVICE. EVEN IF LISTED ON THE SERVICE, AND EVEN IF A USER HAS RECEIVED FAVORABLE REVIEWS ON THE SERVICE, WE DO NOT ENDORSE, REFER OR RECOMMEND ANY USERS. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICE (INCLUDING, WITHOUT LIMITATION ARISING OUT OF YOUR COMMUNICATION WITH OR ENGAGEMENT OF A SERVICE PROVIDER) REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
VEASE DOES NOT, AND DOES NOT INTEND TO, PROVIDE ANY SERVICE OFFERING AS OFFERED, PROMOTED, ADVERTISES OR PROVIDED BY A SERVICE PROVIDER ON OR THROUGH THE SERVICE ITSELF. VEASE EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR SUCH SERVICE OFFERINGS PROVIDED BY A SERVICE PROVIDER, INCLUDING, BUT NOT LIMITED TO, THE QUALITY OF THE SERVICE OFFERINGS, ANY WARRANTY OF FITNESS AND WHETHER THE SERVICE OFFERINGS PROVIDED BY THE SERVICE PROVIDER ARE PROVIDED, OFFERED, PROMOTED OR ADVERTISED IN ACCORDANCE WITH ANY APPLICABLE LAW, REGULATION OR PROFESSIONAL STANDARD.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MADE IN THESE TERMS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
- Limitation of Liability
(a) Waiver of Liability. You waive and shall not assert any claims or allegations of any nature whatsoever against Vease, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties” and each a “Released Party”) arising out of or in any way relating to your access to or use of the Service (including, without limitation, the receipt of service offerings offered thereon) or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of the Service or the Content, or allegations that Vease or any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Service (including, without limitation, anything related to or arising from the provision or receipt of service offerings offered thereon). You access and use the Service at your own risk.
(b) No Indirect, Etc. Damages. Without limitation of the foregoing, you agree that, to the fullest extent permitted by law, in no event will Vease or any other Released Party be liable, howsoever caused, for any direct, special, indirect, incidental, punitive, exemplary, aggravated or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, anticipated revenues, savings or goodwill, data breach, data theft, damage to personal property or loss or inaccuracy of data, cost of procurement of substitute goods, services or technology, loss of life, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Service (including, without limitation, the receipt of service offerings offered thereon) or the Content, including without limitation any damages caused by or resulting from your reliance on the Service or the Content or other information obtained from Vease or any other Released Party or accessible via the Service, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Vease, any User, or any other Released Party’s records, programs or services, regardless of legal theory and whether or not we have been warned of the possibility of such damages and whether those damages were foreseeable or not and/or caused by any negligence, misconduct, and/or other action and/or inaction by you or any third party (including, without limitation, Vease or any Released Party).
(c) Limitation of Liability. In no event shall the aggregate liability of Vease, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the access to or use of the Service exceed any amount paid by you for access to the Service during the two (2) months prior to the date of any claim, if any.
(d) Third-Parties. To the fullest extent permitted by law, without limiting the generality of this Section, or any other section limiting our liability, you agree that we shall not be responsible for the acts or omissions, including but not limited to, the negligent acts or omissions, of our independent contractors, third-party partners, employees, clients, any other third-party service providers and/or any third party software and/or open source software.
(e) Sole and Exclusive Remedy. If you are dissatisfied with the Service, do not agree with any part of the Terms, or have any other dispute or claim with or against us or any other Released Party, then your sole and exclusive remedy is to discontinue accessing and using the Service.
(a) Indemnification. You shall defend, indemnify and hold harmless Vease and the other Released Parties from any and all claims, losses, demands, damages, liabilities, costs (including reasonable legal fees), taxes, expenses and proceedings of every kind and nature, known and unknown, which may arise from or are in any way connected with, among other things, (i) your violation of these Terms (including any obligations herein); (ii) your violation of any third-party right or the rights of another User; (iii) any breach of an agreement, representation or warranty made by you to us, either in the Terms or otherwise; (iv) our use of your User Content and Verifying Information uploaded to the Service or otherwise provided to us; (vi) the use of the Service by any person to whom you give access to your User Account; (v) your use of, access to, and/or activities in connection with the Service (including, without limitation, your communication and any interaction with a Service Provider and the receipt of any services therefrom); (vii) any negligent, reckless, or intentionally wrongful act; or (viii) any failure to use the Service in accordance with all applicable laws, rules, and regulations.
(b) Disputes between Users. Vease reserves the right, but has no obligation, to monitor and/or manage disputes between you and other Users. If you have a dispute with another User(s), you release and hereby agree to indemnify, defend and hold harmless Vease and their Released Parties from any and all claims, demands, losses, damages, costs, taxes, expenses, proceedings and liabilities (including reasonable legal fees) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
- Waiver of Trial By Jury and Disclosure of Information
(a) Waiver of Trial By Jury. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of the Terms.
(b) Disclosure of Information. We reserve the right to provide your User Content, Registration Data, Verifying Information and other user information (including but not limited to your personal and/or business information) uploaded to or collected by the Service, to third-parties, if required by law (such as in response to a subpoena, court order or other legal process in any jurisdiction), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If we are required by law to make any disclosure of your User Content, Registration Data, Verifying Information or personal and/or business information, we may (but are not obligated to) provide you with written notice (to the extent permitted by law) prior to such disclosure so that you may take appropriate action.
- Termination/Modification of License and Service
(a) Termination. Notwithstanding any provision of these Terms, Vease reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Service, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Service or Content; (c) change, suspend or discontinue any aspect of the Service or Content; and/or (d) impose limits on the Service or Content. The Service is not available to Users who have had their User Account temporarily or permanently deactivated.
(b) Modification. Vease reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policies, guidelines, rules, obligations, agreements or documents communicated through or applicable to the Service, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your Registration Data, if any, and/or we will post a notice on your User Account page or elsewhere on the Service visible to you the next time you access the Service. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Service, and your continued use of the Service after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies, guidelines, rules, obligations, agreements or documents communicated through the Service or incorporated in the Terms to understand the terms and conditions that apply to your use of the Service. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Service. If you have any questions about the Terms, please email us at the contact address below.
- Communications and User Submissions
(a) Communications. By creating a User Account, you agree to receive certain communications from Vease. For example, you may receive notifications, a newsletter and/or other promotional e-mails. You can opt-out of non-essential communications. Notices that we give you (other than notice of modification of these Terms, which is discussed in Section 19 above) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data or on your User Account. Second, we may post a notice to you on your User Account page. Third, we may post the notice elsewhere on the Service. When we post notices on the Service, we post them in the area(s) of the Service suitable to the notice. It is your responsibility to periodically review the Service and your User Account page for notices.
- Applicable Law and Venue
(a) Governing Law. The Service is controlled by Vease and operated by it from its offices in Toronto, Ontario. You and Vease both benefit from establishing a predictable legal environment in regard to the Service. Therefore, you and Vease explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
(b) Dispute Resolution. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (a) these Terms; (b) the Service or Content; (c) oral or written statements relating to these Terms or to the Service; or (d) the relationships that result from these Terms or the Service or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Vease related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Vease. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
(c) Court. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
(d) Other Jurisdictions. If you choose to access the Service from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Vease and the other Released Parties for your failure to comply with any such laws.
- Termination of these Terms
You and Vease may terminate these Terms and your use of the Service at any time, subject to the terms and conditions of these Terms. When you terminate these Terms, you must cease using the Service immediately. When your User Account is terminated, any User Content you have uploaded to the Service may remain on the Service. The license you grant to us in Section 8 therefore survives the termination of these Terms. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. If these Terms expire or terminate for any reason, Sections 5, 6, 8, 15, 16, 17, 18, 19, 21, 22 and 23, and any representation or warranty you make in these Terms, shall also survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Where a provision in the Terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute. Our failure to enforce any right or provision of the Terms will not be deemed a waiver of such right or provision. Unless otherwise specified, all references to amounts of money in these Terms refer to Canadian (CAD) currency. The Terms shall enure to the benefit of and are binding upon the parties and their respective successors and permitted assigns. Vease may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Vease, and any such attempted assignment will be void and unenforceable. Violation of the Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of the Terms. These Terms constitute the entire agreement between you and Vease regarding your use of the Service, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Vease regarding your use of the Service. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
- Questions and Comments
If you have any questions regarding these Terms or your use of the Service, please contact us here:
The Vease Inc.