These terms of service (these “Terms”) constitute a legally binding agreement between you and 1001202350 Ontario Corp. (“Crowdy”, “Company”, “we”, “us” or “our”) governing your use of our website https://getcrowdy.app (including any subdomain or localized version), our iOS and Android mobile applications (the “App”), and the related services, features, content, and functionality we make available (collectively, the “Platform”).
If you are using the Platform 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 the Company.
By agreeing to these Terms and/or accessing or using the Platform, 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 USE OR ACCESS THE PLATFORM.
1. Definitions
(a)
“Business” means an independent third-party bar, restaurant, nightclub, venue operator, event organizer, promoter, or other business whose venue, events, promotions, products, services, or other offerings may be displayed through the Platform.
(b)
“Business Account” means an account created on behalf of a Business to promote, manage, and update a Business Profile or Business Offering.
(c)
“Business Offering” means any venue, event, happy hour, promotion, entertainment, product, service, experience, or other offering associated with a Business and displayed or promoted through the Platform.
(d)
“Business Profile” means a profile, page, listing, or other collection of information displayed through the Platform in connection with a Business. A Business Profile may be created or populated by the Company using publicly available or third-party information, or information directly provided by the Business and may exist whether or not the applicable Business has become a Registered Business. A registered Business may maintain its Business Profile.
(e)
“Individual Account” means an account created through the Platform by an individual for personal, non-business use.
(f)
“Registered Business” means a Business that has an active Business Account.
(g)
“Registered Individual” means an individual who creates an Individual Account through the Platform.
(h)
“User” means a Visitor, Registered Individual, or Registered Business.
(i)
“User Account” means an Individual Account or a Business Account.
(j)
“Visitor” means an individual who accesses or browses the Platform without creating a User Account.
2. Crowdy Platform
(a)
Platform Overview. The Platform enables Visitors and Registered Individuals to discover bars, restaurants, nightlife venues, happy hours, events, promotions, and other opportunities for going out in their area, plan an evening, build an itinerary, and share their plans with friends.
(b)
Business Profiles and Business Offerings. The Platform may display Business Profiles containing information about Businesses and their Business Offerings. This information may be collected from publicly available or third-party sources or provided directly by a Registered Business. The existence of a Business Profile does not mean that the applicable Business is a Registered Business, has agreed to these Terms, or has authorized, verified, or endorsed the information displayed through the Platform.
(c)
Claiming and Managing a Business Profile. A Business may request that the Company associate an existing Business Profile with a Business Account or, where no Business Profile exists, create a Business Profile and associate it with its Business Account. Once associated with the Business Account, the Registered Business may be permitted to manage, correct, update, or promote its Business Profile and Business Offerings through the Platform, subject to these Terms and any verification requirements imposed by the Company.
(d)
Business Profile Corrections. A Business is not required to have a Business Account in order to request a correction to information displayed in its Business Profile. A person authorized to act on behalf of a Business may contact the Company using the contact information or request process made available through the Platform and identify the information they believe is inaccurate, incomplete, or out of date. The Company may require information or documentation reasonably necessary to verify the requestor’s identity, authority, and affiliation with the applicable Business before processing such request. A Business may also request that the Company cease collecting or updating information from the Business’s own website while allowing the applicable Business Profile to remain on the Platform, in accordance with the process made available by the Company.
(e)
De-Listing a Business Profile. A person authorized to act on behalf of a Business may request that the applicable Business Profile be removed from the Platform without having a Business Account. De-listing requests must be submitted using the contact information or request process made available through the Platform and must include any information reasonably requested by the Company to verify the requestor’s identity, authority, and affiliation with the applicable Business. Upon verifying a de-listing request, the Company may remove or disable the applicable Business Profile within a reasonable period. De-listing a Business Profile may not result in the removal of all references to the Business from User Content, communications among Users, historical records, search results generated by third parties, or other content that the Company does not control.
(f)
Third-Party Information and Business Relationships. The Platform merely facilitates the discovery of Businesses and Business Offerings and interactions between Users and Businesses or among Users. Information concerning a Business or Business Offering may originate from third parties and may not have been submitted, authorized, or verified by the applicable Business. The Company may enter into advertising, promotional, commercial, or other arrangements with Registered Businesses or other third parties from time to time. Unless expressly stated otherwise, the display of a Business, Business Profile, or Business Offering does not, by itself, indicate that the Company has entered into such an arrangement with, or recommends or endorses, the applicable Business. For greater certainty, the accuracy and reliability of information made available through the Platform, and the Company’s responsibility for Businesses, Business Offerings, Users, and interactions conducted through or in connection with the Platform, are subject to the disclaimers, limitations of liability, and other provisions set out in these Terms.
3. Eligibility to Use the Platform
(a)
Eligibility. You may only use the Platform if you: (i) can form legally binding contracts under applicable law; and (ii) are of legal drinking age in your province or territory of residence in order to use the Platform and register for a User Account. The Platform is not available to persons under the legal drinking age in your province or territory of residence or Users who have had their User Account temporarily or permanently deactivated. 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 Platform, you must have continued access to the internet. You are responsible for obtaining the data network access necessary to use the Platform. Your mobile network’s data and messaging rates and fees may apply, and you are responsible for such rates and fees.
4. Privacy Policy and Additional Policies
(a)
Privacy Policy. We will collect some of your personal or business information to create your User Account (as defined below) and thereafter in your use of the Platform. All personal and business information and data collected, used or disclosed while providing the Platform is governed by our privacy policy located at https://getcrowdy.app/privacy (“Privacy Policy”). By using the Platform, you agree to our use, collection and disclosure of personally identifiable or business information and data in accordance with the Privacy Policy.
(b)
Additional Policies. In addition, by using the Platform, you agree to be bound by any additional policies, guidelines, rules, obligations, agreements or documents communicated through the Platform, 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 your use of the Platform. You agree to comply with such policies, guidelines, rules, obligations or agreements even if they are not identified in these Terms.
(c)
Business-Specific Policies. Each Business may establish its own policies, rules, requirements, restrictions, or terms applicable to its premises, events, promotions, products, services, or other Business Offerings, including policies relating to reservations, admission, age requirements, identification, dress codes, conduct, cancellations, refunds, accessibility, health, and safety (“Business Policies”). Business Policies may be displayed through the Platform or communicated or made available directly by the applicable Business. You are responsible for reviewing and complying with all applicable Business Policies before visiting a Business, attending an event, making a reservation or purchase, or otherwise engaging with a Business or Business Offering. We do not control, verify, or assume responsibility for any Business Policies, and information regarding such policies displayed through the Platform may be incomplete, inaccurate, or out of date. You should confirm any material requirements directly with the applicable Business. These Terms govern your access to and use of the Platform, while the applicable Business Policies govern your interactions with the Business and its Business Offerings.
5. Individual Accounts
(a)
Registration for an Individual Account. To become a Registered Individual, you must create an Individual Account through the Platform. An Individual Account is intended for personal, non-business use. Upon registering for an Individual Account, you can access features of the Platform that are not available to Visitors, you may be permitted to save Businesses or Business Offerings, create and share itineraries, communicate or interact with other Users, receive recommendations, contribute content, and access such other free or paid features as may be made available by the Company from time to time.
(b)
Registration Data and Account Security. You can browse the Platform as a Visitor without registering for a User Account. When and upon registering for an Individual 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 Platform (“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 Platform or otherwise to the Company, 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 Platform. You may not impersonate any other person while using the Platform. The Company 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.
(c)
Connecting Through a Third-Party Account. The Platform may permit you to create, access, or connect your Individual Account through a third-party account or service, including a social media account. By doing so, you authorize the Company to access, receive, use, and store information made available through that third-party account in accordance with the permissions you grant and your applicable account settings. Any information obtained through a third-party account may form part of your Registration Data. Your use of the third-party account or service remains subject to the applicable third party’s terms and privacy practices.
(d)
Account Suspension or Termination. The Company may suspend, restrict, or terminate any Individual Account, with or without notice, where it reasonably determines that a User has engaged in fraud, misrepresentation, harassment, abuse or misuse of the Platform, violation of these Terms or any Company policies or community guidelines, or any other conduct that may harm the Platform, the Company, other Users, or any third party.
6. Business Accounts
(a)
Registration for a Business Account and Linking of Business Profiles. You must have a Business Account to use the related business-facing services of the Platform including maintaining your Business Profile and communicating with Users. If an existing Business Profile is already available on the Platform, the Business may request that the Company associate that Business Profile with its Business Account. If no Business Profile exists, the Business may request that the Company create a Business Profile and associate it with its Business Account. Once a Business Profile is associated with a Business Account, the Registered Business may be permitted to manage, correct, update, or promote its Business Profile and Business Offerings and use such other business-facing features as the Company may make available from time to time, subject to these Terms.
(b)
Registration Data and Account Security. When applying for, registering for, or using a Business Account, you agree to: (i) provide accurate, current, and complete Registration Data; (ii) maintain the confidentiality and security of the Business Account and its login credentials; (iii) maintain and promptly update the Registration Data, and any other information you provide to the Platform or otherwise to the Company, and to keep it accurate, current and complete; and (iv) accept all risks arising from unauthorized access to the Business Account, Registration Data, or other information provided through the Platform. A Registered Business is responsible for all activities conducted through or in connection with its Business Account, including any activities undertaken by its owners, employees, contractors, representatives, or other authorized account users. The Company will not be liable for any loss or damage arising from a failure to maintain the security of a Business Account.
(c)
Verification Information. To create a Business Account, the applicant may be required to provide information or documentation reasonably requested by the Company to verify the identity, authority, or affiliation of the applicant with the applicable Business (“Verifying Information”). By submitting Verifying Information, you authorize the Company to receive, use, store, and, where appropriate, verify that information. The Company may, but is not obligated to, conduct verification procedures or request further information. Verifying Information may include proof of identity, business registration information, ownership or employment information, contact information, licences, permits, or other documentation the Company considers reasonable. If a Registered Business subsequently requests to claim or associate its Business Account with an existing Business Profile, the Company may require additional Verifying Information reasonably necessary to confirm the Registered Business’s authority and affiliation with the applicable Business Profile. The Company may approve or reject an application for a Business Account or a request to claim or associate an existing Business Profile in its discretion, acting reasonably.
(d)
Management of Business Profile and Business Offerings. A Registered Business may be permitted to manage, update, or promote its Business Profile and Business Offerings through its Business Account, subject to these Terms. Without limiting the foregoing, all information and content submitted, managed, or promoted by a Registered Business through the Platform must comply with the representations, warranties, and responsibilities applicable to Registered Businesses set out in Section 8.
(e)
Account Suspension or Termination. The Company may suspend, restrict, or terminate any Business Account, with or without notice, where it reasonably determines that a User has engaged in fraud, misrepresentation, harassment, abuse or misuse of the Platform, violation of these Terms or any Company policies or community guidelines, or any other conduct that may harm the Platform, the Company, other Users, or any third party.
7. User Representations and Responsibilities
By accessing and using the Platform as a User, you represent, warrant, and agree that at all times while using the Platform, if and as applicable:
(a)
Responsible Use of the Platform. You will use the Platform and interact with other Users and Businesses in a lawful, responsible, and respectful manner. You will not engage in any reckless, unsafe, abusive, threatening, disruptive, fraudulent, or otherwise unlawful conduct through or in connection with the Platform. You are responsible for complying with all applicable laws and any Business Policies when visiting a Business, attending an event, or engaging with a Business Offering, including any requirements relating to age, identification, admission, conduct, and alcohol consumption.
(b)
Information and Geolocation. You agree to provide any information reasonably requested by the Company in connection with your use of the Platform and to ensure that such information is accurate, current, and complete. Certain features of the Platform may require access to your device location or other geolocation information. Where you enable such features, you authorize the Company to access and use such information in accordance with your device settings and the Privacy Policy. You agree to promptly update any information you have provided to the Company if it changes.
(c)
Misrepresentation of Relationship. You will not make any misrepresentation regarding the Company, the Platform, any User or Business, your status as a User, or your ownership of or role in connection with any Business, Business Profile, or Business Offering. You will not represent yourself as an independent contractor, employee, agent, partner, or representative of the Company. You will not represent or imply that the Company advertises, promotes, provides, sells, sponsors, certifies, recommends, or endorses any Business or Business Offering unless expressly authorized by the Company.
(d)
Fraud. You will not engage in any fraudulent, deceptive, or misleading activity involving the Company, the Platform, any User, any Business, or any Business Offering. If we reasonably suspect that you have engaged in fraudulent activity, we may suspend or terminate your User Account or restrict your access to the Platform.
(e)
Compliance with Human Rights. You will make reasonable accommodation for other Users as required by law and will not discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or cause any third party to engage in the restricted activities above.
(f)
Tax. You are responsible for paying any applicable municipal, provincial, federal, or other taxes arising from any purchases, subscriptions, payments, or other transactions you make or receive through or in connection with the Platform.
8. Registered Business Representations and Responsibilities
By accessing and using the Platform as a Registered Business, you represent, warrant, and agree that at all times while using the Platform, if and as applicable:
(a)
Licensing and Regulations. As a Registered Business, you: (i) are legally eligible to provide your Business Offerings in all of the provinces and territories where you provide Business Offerings on or through the Platform; (ii) possess all valid and required consents, approvals, licenses, qualifications and government approvals necessary to legally provide your Business Offering; (iii) have complied and will comply with all laws, regulations, by-laws, rules, codes, and industry standards applicable to you and your Business Offerings.
(b)
Use of the Platform as a Registered Business. You will not engage in any reckless, unsafe, abusive, disruptive, or unlawful conduct in connection with your use of the Platform or any Business Offering. Registered Businesses are responsible for providing Business Offerings in a safe, professional, and lawful manner, and must not provide Business Offerings while impaired by alcohol, drugs, or any other substance.
(c)
Misrepresentation of Business Offerings. Registered Businesses will not make any misrepresentation or false or misleading claim regarding their Business, Business Profile, or any Business Offering advertised, promoted, or otherwise made available on or through the Platform.
(d)
Push Notifications and Communications. If you send or cause to be sent any push notification, in-app message, promotional communication, or other communication to Users through the Platform, you represent, warrant, and agree that you have all rights, consents, and authorizations required to send such communication, that the contents of such communication are accurate, truthful, complete, and not misleading, and that such communication and its contents will comply with these Terms and all applicable laws.
(e)
Liability and Insurance. Registered Businesses are solely responsible and liable for their Businesses and the Business Offerings they offer, list, provide, perform, arrange, advertise, or promote on or through the Platform, including, without limitation, all related communications, representations, personnel, equipment, materials, acts, omissions, and compliance obligations. The Company is not responsible or liable for any Business Offering or for any act, omission, representation, breach, negligence, misconduct, or failure to perform by any Registered Business. Without limiting the foregoing, Registered Businesses are responsible for obtaining and maintaining any insurance required by law or reasonably appropriate for their Businesses and Business Offerings, including commercial general liability insurance and any other coverage applicable to their Businesses or Business Offerings.
9. Fees and Paid Features
(a)
Current Access. Certain features of the Platform are currently available without charge. The Company may determine, in its discretion, which features are available to Visitors, Registered Individuals, and Registered Businesses and may modify the availability of those features from time to time.
(b)
Paid Features. The Company may introduce fees, subscriptions, premium features, promoted placements, advertising services, or other paid products or services for Registered Individuals or Registered Businesses from time to time (“Paid Features”). The applicable fees, billing frequency, features, duration, renewal terms, cancellation rights, and any other material terms will be disclosed through the Platform before you purchase or subscribe to a Paid Feature.
(c)
Changes to Fees. We may introduce new fees or change the fees or features associated with a Paid Feature from time to time. Any change to an existing recurring fee will take effect only after any notice required by applicable law and will apply no earlier than your next applicable renewal period, unless you expressly agree otherwise. If you do not agree to a fee change, you may cancel the applicable Paid Feature before the change takes effect.
(d)
Payment Processing. If Paid Features are introduced, payments may be processed by a third-party payment processor. You may be required to provide valid payment information and authorize the Company or its payment processor to charge the applicable fees, taxes, and other disclosed amounts. Your use of any third-party payment service may also be subject to the payment processor’s terms and privacy practices.
(e)
Additional Terms. Certain Paid Features may be subject to additional terms presented at the time of purchase or subscription. In the event of any conflict between these Terms and the terms specifically applicable to a Paid Feature, the terms applicable to that Paid Feature will govern solely with respect to that Paid Feature.
10. 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 Platform may include curated plans, crowd reports, poll results, posted text, photographs, videos, reviews, information in your profile on the Platform, communication between Users, Verifying Information, public postings, and other data uploaded by a User to the Platform. The Company’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 12 below.
(b)
Release. If your name, voice, image, persona, likeness, or performance is included in any of your User Content, you hereby waive, and release the Company and its users from, any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of your User Content in accordance with the license described in Section 12 below and the other provisions of these Terms.
(c)
Ownership, Copyright and Trademarks. Other than User Content, the Platform (including the Content thereon) and any other software used to create and operate the Platform is the property of the Company or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Platform, such content and such software are expressly reserved. Any intellectual property associated with a Business, including its registered trademarks, product names, company names, logos, photographs and other proprietary materials, remains the property of the applicable Business. All trademarks, registered trademarks, product names, business names, and logos mentioned on the Platform are the property of their respective owners.
(d)
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 Platform, 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 Platform.
11. License to Use the Platform, License Restrictions and Restricted Activities
(a)
Content. In these Terms, the content on the Platform, whether made available to you or provided by you, including, without limitation, all User Content, communications, messages, posts, comments, notifications, alerts, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
(b)
License. The Company grants to you a revocable, non-exclusive, non-sublicensable license to use and access the Platform and to view the Content available to you through the Platform (“License”).
(c)
License Restrictions and Restricted Activities. Other than as expressly permitted in these Terms, the Platform, the Content and the License are subject to the following restrictions and account terms:
(i)
The Platform (including your User Account) is for your use only. You may not resell, lease or provide it in any other way to anyone else, except as expressly permitted through the Platform or with the Company’s prior written approval, which may be granted, withheld, or conditioned in the Company’s sole discretion.
(ii)
You may not make or distribute copies of the Platform.
(iii)
You may not alter, merge or translate the Platform, or decompile, reverse engineer, disassemble, or otherwise reduce the Platform to a human-perceivable form.
(iv)
You may not modify, reproduce or create derivative works based on the Platform or the Content.
(v)
You may not use the Platform for any application deployment or ultimate production purpose.
(vi)
You may not use the Platform to develop any application, offering or service having the same or similar primary function as the Platform.
(vii)
You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
(viii)
You may not otherwise use the Platform or the Content other than for its intended purpose.
(ix)
You may not (i) impersonate any person or entity; or (ii) stalk, threaten, abuse, molest, injure or otherwise harass or cause physical harm to any person.
(x)
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.
(xi)
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 the Company at any time.
(xii)
Your use of the Platform 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).
(xiii)
You may not index, scrape, “data mine”, survey or in any way reproduce or circumvent the navigational structure or presentation of the Platform.
(xiv)
You may not transfer or sell your User Account, password and/or identification to any other party.
(xv)
You must comply with and abide by the User Content Guidelines (as defined below).
12. Your Limited License of Your User Content to the Company
(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 Platform, now and in the future. For example, if you, a Registered Business, create a profile page with photographs and other information about the Business Offering you provide, we need your license to display that User Content on the Platform, and we need the right to sublicense that User Content to other Users of the Platform so that they can view that User Content.
(b)
License. Therefore, by posting or distributing User Content to or through the Platform, you (a) grant the Company 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 Platform 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 to post and distribute that User Content, to or through the Platform; and (ii) the use and posting or other transmission of such User Content does not violate these Terms (including the restrictions described in Section 13 below).
(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 Platform, 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 Platform. And they are transferable because we need the right to transfer these licenses to any successor operator of the Platform. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Platform does this to your User Content when it processes it for use on the Platform.
13. User Content Guidelines
(a)
General. The Platform may permit Users to upload or input User Content, including posts, comments, messages, photographs, videos, ratings, reviews, recommendations, itineraries, event information, and other content. User Content submitted to any public area of the Platform 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 Platform 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, hateful, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of the Company;
(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)
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;
(v)
viruses, corrupted data or other harmful, disruptive or destructive files; or
(vi)
content that is unrelated to the use of the Platform.
(c)
Public Posting Guidelines. Any User Content posted or otherwise made available in a public or shared area of the Platform, including posts, Business Profiles, comments, reviews, recommendations, photographs, videos, itineraries, event information, and other public communications, must comply with the following (“Public Posting Guidelines”):
(i)
you must have a User Account to publish User Content, except where the Platform expressly permits otherwise;
(ii)
public postings must be accurate and must not knowingly contain false or misleading information;
(iii)
any statement presented as being based on personal experience must fairly and accurately reflect your genuine experience and must not be based solely on rumour or hearsay;
(iv)
public postings must be lawful and must not infringe the rights of any person or Business;
(v)
public postings must comply with the User Content Guidelines above;
(vi)
you must not use public postings to harass, target, shame, threaten, or organize harmful conduct against another User, Business, or person;
(vii)
public postings must not disclose another person’s private or confidential information or location without authorization; and
(viii)
public postings may not include unauthorized commercial content, advertising, solicitations, web addresses, links, promotional items, or other marketing material unrelated to the purposes of the Platform.
(d)
Violation of Guidelines. User Content and public postings made through the Platform reflect the views and opinions of the Users who submit them. The Company does not endorse any User Content or public postings and reserves the right, but not the obligation, to review, moderate, restrict, remove, or disable access to any User Content for any reason, including a suspected violation of this Section. If you believe that any User Content contravenes these Terms, you may report it through the Platform or otherwise contact the Company. Any use of the Platform in violation of the foregoing constitutes a violation of these Terms and may result in the removal of User Content, restriction of Platform features, or suspension or termination of your User Account or access to the Platform. We have no obligation to provide you with the content of any public communications about you submitted by other Users of the Platform, whether before or after deactivation of your account for the Platform. We will have no liability to you for any deletion, disclosure, loss or modification of these reviews.
14. Security of the Platform
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 Platform 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 Platform, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.
15. Third Party/Open Source Software
The Platform 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. Without limiting the foregoing, the Platform includes features and content provided by Google Maps. Your use of Google Maps features and content through the Platform is subject to the then-current Google Maps Terms of Service and Google Privacy Policy. Third Party Licenses may be viewed through the Platform or by contacting the Company at hello@getcrowdy.app.
16. Third-Party Service Providers and Partners
The Company may hire or engage one or more third-party partners to perform any or all of its obligations under the Terms. We operate the Platform 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 Platform. 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.
17. Linked Sites and Referenced Third-Party Content
The Platform may contain links to third-party websites (“Third-Party Sites”) or display content obtained from third-party sources (“Third-Party Content”), including information included in Business Profiles or relating to Business Offerings, or links and content otherwise posted as User Content by a User. You access and use any Third-Party Sites, Third-Party Content, or services made available through them at your own risk. The Company does not monitor or control, and makes no claim or representation regarding, any Third-Party Site or Third-Party Content. The Company may provide or display such links or content as a convenience, including in connection with a Business Profile or Business Offering, or a User may provide them as part of their User Content. The inclusion of any link to a Third-Party Site or any Third-Party Content does not imply the Company’s endorsement, adoption, sponsorship, approval of, or affiliation with the applicable Third-Party Site, Third-Party Content, Business, or Business Offering. The Company accepts no responsibility for reviewing changes or updates to, or the accuracy, completeness, quality, content, policies, nature, availability, or reliability of, any Third-Party Content, Third-Party Site, or website linking to the Platform. When you leave the Platform, unless otherwise stated in these Terms, the Company’s terms and policies will no longer govern. You should review the applicable terms and policies, including privacy and data-collection practices, of any Third-Party Site and conduct any investigation you consider necessary or appropriate before relying on Third-Party Content or proceeding with any interaction or transaction with a third party.
18. Disclaimer
THE PLATFORM, THE CONTENT, THE BUSINESS PROFILES, THE BUSINESS OFFERINGS, AND ANY VERIFYING INFORMATION ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES FROM THE COMPANY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, THE CONTENT, ANY BUSINESS PROFILE, BUSINESS OFFERING, OR VERIFYING INFORMATION IS ACCURATE, COMPLETE, RELIABLE, CURRENT, AUTHORIZED, OR ERROR-FREE. INFORMATION DISPLAYED THROUGH THE PLATFORM MAY BE PROVIDED BY BUSINESSES, SUBMITTED BY USERS, COLLECTED FROM PUBLICLY AVAILABLE OR THIRD-PARTY SOURCES, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM, AND MAY NOT HAVE BEEN SUBMITTED, AUTHORIZED, OR VERIFIED BY THE APPLICABLE BUSINESS. THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR PROPRIETARY CHARACTER OF THE PLATFORM, THE CONTENT, ANY BUSINESS PROFILE, BUSINESS OFFERING, VERIFYING INFORMATION, OR ANY PORTION THEREOF. THE COMPANY DOES NOT ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, STATEMENT, REVIEW, RECOMMENDATION, LISTING, EVENT INFORMATION, PROMOTION, OR OTHER CONTENT MADE AVAILABLE BY ANY PARTY OTHER THAN THE COMPANY.
WHILE WE STRIVE TO PROVIDE AN ERROR-FREE AND UNINTERRUPTED PLATFORM, WE DO NOT GUARANTEE THAT THE PLATFORM WILL BE AVAILABLE, SECURE, OR FREE FROM INTERRUPTIONS, ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS OR ERRORS MAY CAUSE.
YOU ASSUME ALL RISKS ASSOCIATED WITH, AND ARE SOLELY RESPONSIBLE FOR, YOUR DEALINGS AND INTERACTIONS WITH USERS AND BUSINESSES WITH WHOM YOU COMMUNICATE, MEET, TRANSACT, OR OTHERWISE COME INTO CONTACT THROUGH OR IN CONNECTION WITH THE PLATFORM. WE PROVIDE NO ASSURANCES, GUARANTEES, OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE QUALITY, SUITABILITY, AVAILABILITY, TIMING, PRICING, LEGALITY, SAFETY, REPUTATION, INTEGRITY, RESPONSIBILITY, OR CONDUCT OF: (A) ANY BUSINESS OR BUSINESS OFFERING; OR (B) ANY USER, WHETHER IN PUBLIC, PRIVATE, ONLINE, OR OFFLINE INTERACTIONS.
EVEN IF A BUSINESS, BUSINESS PROFILE, BUSINESS OFFERING, OR USER IS LISTED, VERIFIED, REVIEWED, RATED, OR OTHERWISE FEATURED ON THE PLATFORM, WE DO NOT ENDORSE, REFER, CERTIFY, OR RECOMMEND THAT BUSINESS, BUSINESS OFFERING, OR USER. THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO OR USE OF THE PLATFORM, YOUR RELIANCE ON ANY CONTENT OR INFORMATION DISPLAYED THROUGH THE PLATFORM, AND YOUR INTERACTIONS WITH USERS OR BUSINESSES REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
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.
19. Limitation of Liability
(a)
Waiver of Liability. You waive and shall not assert any claims or allegations of any nature whatsoever against the Company, 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 use of the Platform, the Content, any Business Profile, Business Offering, or Verifying Information, including, without limitation, any claims, injuries, loss, harm or damages arising from your interactions with other Users or Businesses and the acts or omissions of any User or Business, claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of the Platform, the Content, any Business Profile, Business Offering, or Verifying Information, or allegations that the Company 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 Platform, including, without limitation, anything related to or arising from your reliance on information displayed through the Platform, your attendance at any venue or event, or your use, purchase, or receipt of any Business Offering, including any criminal or unlawful activity arising therefrom. You use the Platform 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 the Company or any other Released Party be liable, howsoever caused, for any direct, special, indirect, incidental, punitive, exemplary, or consequential damages, or any other damages of any kind, including, but not limited to, loss of use, loss of profits, loss of income, loss of data, loss of life, data breach, data theft, or damage to personal property, 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 Platform, any Business Profile, Business Offering, Verifying Information, or the Content. Without limiting the foregoing, this includes any damages caused by or resulting from your reliance on the Platform, the Content, any Business Profile, Business Offering, Verifying Information, or other information obtained from the Company, any User, any Business, or any other Released Party or otherwise accessible through the Platform, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data (including your profile information, itineraries, messages, reviews, public communications or other account information), 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 the Company’s, any User’s, any Business’s, or any other Released Party’s records, programs, systems, or services. The foregoing applies regardless of legal theory, whether or not we have been advised of the possibility of such damages, whether or not such damages were foreseeable, and whether such damages were caused by any negligence, misconduct, or other act or omission by you or any third party, including, without limitation, the Company, any User, any Business, or any Released Party.
(c)
Limitation of Liability. In no event shall the aggregate liability of the Company, 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 Platform exceed any amount paid by you to the Company for access to the Platform during the six (6) months prior to the date of any claim, if any, or, if you have not paid the Company for use of the Platform, the amount of $100.00.
(d)
Third-Parties. To the fullest extent permitted by law, and without limiting the generality of this Section or any other provision 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, Users, Businesses, other third-party service providers, or any providers of third-party software or open-source software.
(e)
Sole and Exclusive Remedy. If you are dissatisfied with the Platform, 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 Platform.
20. Indemnification
(a)
User Indemnification. As a User, you shall defend, indemnify, and hold harmless the Company 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; (ii) your violation of any third-party right or the rights of another User or Business; (iii) any breach of a representation or warranty made by you to us, whether in these Terms or otherwise; (iv) our use of any User Content uploaded to the Platform or otherwise provided to us by you; (v) if applicable, the use of the Platform by any person to whom you give access to your User Account; (vi) your use of, access to, or activities in connection with the Platform, including, without limitation, your communications or interactions with any User or Business, whether online or offline; (vii) your attendance at any venue or event or your purchase, use, or attempted use of any Business Offering; (viii) any negligent, reckless, fraudulent, or intentionally wrongful act or omission by you; or (ix) any failure by you to use the Platform in accordance with all applicable laws, rules, and regulations.
(b)
Registered Business Indemnification. In addition to your obligations under Section 20(a), as a Registered Business, you shall defend, indemnify, and hold harmless the Company 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; (ii) your violation of any third-party right or the rights of another User or Business; (iii) any breach of a representation or warranty made by you to us, whether in these Terms or otherwise; (iv) our use of any User Content or Verifying Information uploaded to the Platform or otherwise provided to us by you; (v) the use of the Platform by any person to whom you give access to your Business Account; (vi) your use of, access to, or activities in connection with the Platform, including, without limitation, your communications or interactions with any User or Business, whether online or offline; (vii) your claiming, management, modification, listing, advertising, promotion, offering, provision, performance, non-performance, cancellation, or attempted provision of any Business Profile or Business Offering; (viii) any negligent, reckless, fraudulent, or intentionally wrongful act or omission by you; (ix) any failure to use the Platform, operate your Business, or provide any Business Offering in accordance with all applicable laws, rules, and regulations; (x) any act or omission of your personnel, employees, contractors, representatives, agents, subcontractors, or invitees; or (xi) any failure to obtain or maintain any required licences, permits, approvals, insurance, qualifications, registrations, or certifications, including any licence or permit applicable to the sale or service of alcohol.
(c)
Disputes between Users. If you have a dispute with another User or a Business, you release the Company and the other 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. You further agree to indemnify, defend, and hold harmless the Company and the other Released Parties from and against any claims, demands, losses, damages, costs, expenses, proceedings, or liabilities arising out of or in connection with your acts, omissions, or involvement in such dispute. In no event will the Company be liable for any direct or indirect consequences of a User or Business failing to comply with applicable laws, regulations, these Terms, any Business Policies, or any other terms, rules, requirements, or restrictions applicable to a Business or Business Offering.
21. 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 or collected by the Company on or in connection with the Platform, 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.
22. Termination/Modification of License and Platform
(a)
Termination By Company. Notwithstanding any provision of these Terms, the Company 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 Platform, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Platform or Content; (c) change, suspend or discontinue any aspect of the Platform or Content; and/or (d) impose limits on the Platform or Content. The Platform is not available to Users who have had their User Account temporarily or permanently deactivated.
(b)
Termination by User. You may stop using the Platform at any time. You may also terminate your User Account by following the account closure process made available through the Platform or by contacting the Company. If you are a Registered Business, termination of your Business Account may result in the loss of your ability to claim, manage, update, or promote the applicable Business Profile or Business Offerings. Termination of your User Account will not affect any rights or obligations that accrued before termination.
(c)
Payment of Fees Upon Termination. Termination, suspension, restriction, or deactivation of a User Account will not affect any fees or payment obligations that accrued before the effective date. Any amounts relating to future Paid Features will remain subject to these Terms, the applicable additional terms, and any third-party payment processor requirements.
(d)
Modification. The Company 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 Platform, 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 Platform visible to you the next time you access the Platform. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Platform, and your continued use of the Platform 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 Platform or incorporated in the Terms to understand the terms and conditions that apply to your use of the Platform. 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 Platform. If you have any questions about the Terms, please email us at hello@getcrowdy.app.
23. Apple App Use
The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of the Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and the Company acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and the Company acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your license of the App, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
24. Google Play Store App Use
If you acquire the App from Google, Inc. or one of its affiliates (“Google”) via Google Play or its successor(s), then to the extent of any conflict between the Google Terms of Service and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and the other terms and conditions in these Terms, the Google Play Terms shall apply with respect to your use of any App that you acquire from Google Play. The Company and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by the Company or you (or any other User) under these Terms or the Google Play Terms.
25. Communications and User Submissions
(a)
Communications and Notices. By creating a User Account, you agree to receive certain communications from the Company. Notices that we give you (other than notice of modification of these Terms, which is discussed in Section 22 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 Platform. When we post notices on the Platform, we post them in the area(s) of the Platform suitable to the notice. It is your responsibility to periodically review the Platform and your User Account page for notices.
(b)
Push Notifications and Platform Updates. If you consent to and enable notifications from your User Account or device settings, the Company may send you push notifications, in-app messages, alerts, and updates relating to your User Account, activity on the Platform, communications from other Users, itineraries, Businesses or Business Offerings you follow or save, events, promotions, recommendations, Platform features, and other information that may be relevant to you. You may manage or disable push notifications through your device settings or any notification preferences made available through the Platform. Disabling notifications may prevent you from receiving certain alerts or updates.
(c)
User Submissions. Subject to the Privacy Policy and the other terms and conditions of these Terms, in accordance with applicable laws, you acknowledge that the Company is free to use, reproduce, modify, disclose, transmit or post any communications, whether verbal or in writing, including data, information, ideas, inventions, concepts, techniques, know-how evaluations, questions, comments, suggestions, or similar, you transmit while accessing and using the Platform (“User Submissions”), for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information, without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not share them with us, through the Platform or otherwise.
26. Applicable Law and Venue
(a)
Governing Law. The Platform is controlled by the Company and operated by it from its offices in Ontario. You and the Company both benefit from establishing a predictable legal environment in regard to the Platform. Therefore, you and the Company explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Platform 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 Platform or Content; (c) oral or written statements relating to these Terms or to the Platform; or (d) the relationships that result from these Terms or the Platform 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 the Company related to any Claim and, where applicable, you also agree to opt out of any class proceedings against the Company. 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 Platform from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify the Company and the other Released Parties for your failure to comply with any such laws.
27. Termination of these Terms
You and the Company may terminate these Terms and your use of the Platform at any time, subject to the terms and conditions of these Terms. When you terminate these Terms, you must cease using the Platform immediately. When your User Account is terminated, any User Content you have uploaded to the Platform may remain on the Platform. The license you grant to us in Section 12 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, in accordance with these Terms and our Privacy Policy. If these Terms expire or terminate for any reason, Sections 8, 10, 12, 18, 19, 20, 21, 22, 26, 27, and 28, and any representation or warranty you make in these Terms, shall also survive indefinitely.
28. Miscellaneous
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. The Company 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 the Company, 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 the Company regarding your use of the Platform, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and the Company regarding your use of the Platform. 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.
29. Questions and Comments
If you have any questions regarding these Terms or your use of the Platform, please contact us here:
