AGREEMENT

1. Acceptance

1. Click Less Do More Inc. owns certain software that it has developed and makes commercially available for use as a cloud based, hosted Service under the name of Easy Busy Pets.

2. These terms and conditions of use for the Service constitute a legal agreement and are entered into by and between you as an End User or a Vendor (You, Your) and Click Less Do More Inc. (Company, We, Us, Our). This Agreement governs Vendors, Internal Users and End Users access to and use of the Service, including any content, functionality, and services offered on or through Service.

3. BY ACCEPTING THE AGREEMENT BY EITHER CLICKING I ACCEPT, ACCESSING, USING THE SERVICE OR ANY PORTION THEREOF INDICATING YOUR ACCEPTANCE, OR EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT, HAVE THE AUTHORITY TO ACCEPT AND AGREE TO THIS AGREEMENT, AND ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICE.

4. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY WHO WILL BE A PARTY, THEN YOU HEREBY REPRESENT AND WARRANT THAT: (i) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON VENDORS BEHALF AND TO BIND THAT PARTY, AND (ii) THAT THE PARTY YOU ACT FOR HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

5. By using the Service, You represent and warrant that You, as applicable, are the legal age of majority under applicable law to form a binding contract with Company and to meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Service.

2. Definitions

1. Account means the right granted by Us to You to access and use the Service and the paid portions thereof in accordance with Your order and the terms and conditions of this Agreement.

2. Agreement means these terms and conditions and any documents and/or additional terms they expressly incorporate by reference, including, as applicable, Our Privacy Policy, Order Form, and License Agreement.

3. Company, We, Us, Our has the meaning as defined in Section 1.2.

4. Company Marks has the meaning as defined in Section 6.1.

5. Confidential Information has the meaning as defined in Section 14.1.

6. Deliverables means any deliverables produced or developed by Company for the Vendor.

7. Derivative Data has the meaning as defined in Section 23.

8. Discloser has the meaning as defined in Section 14.1.

9. Documentation means the written or electronic documentation, including user manuals, reference materials, installation manuals and/or release notes, if any, that Company generally makes available with the Service, as the case may be.

10. End User means a client of Vendor to whom Vendor (or Company at Vendors request) has supplied a user identification and password or the ability to create a user identification and password to access the Service, or End User may also mean a public Website visitor.

11. End User Data means any data, information, content, records, and files uploaded, transmitted or entered into to the Service or otherwise provided to Company by End User, and any data, information, content, records and files that the Service obtains from End Users servers or systems or from third parties on End Users behalf (including Personal Information and Financial Information), including any and all Intellectual Property Rights in any of the foregoing.

12. Fee means the Subscription Fee and any other fees payable by Vendor as outlined in the Order Form and in the Vendors invoice.

13. Feedback has the meaning as defined in Section 13.

14. Financial Information means financial information of an End User (including bank account information).

15. Initial Term has the meaning as defined in Section 32.1(b).

16. Intellectual Property Rights means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trade-mark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

17. Interactive Functions has the meaning as defined in Section 4.3.

18. Internal User means personnel of Vendor.

19.  Open-Source Component means any software component that is subject to:

(a) an open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser General Public License, that has been approved by the open-source initiative;

(b) any other obligation, restriction or license agreement that:

(i)      substantially conforms to the open-source definition as prescribed by the open-source initiative; or

(ii)     may otherwise require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

20. Order Form means an electronic form completed and submitted by Vendor in respect to Vendors purchases of Subscriptions. 

21. Personal Information means information about an identified or identifiable individual.

22. Privacy Policy means the Company privacy policy located at [https://easybusypets.com/privacy].

23. Processing means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

24. Recipient has the meaning as defined in Section 14.1.

25. Renewal Term has the meaning as defined in Section 32.1(b).

26. Service means, as applicable, the: (i) software-as-a-service platform offered by Company; (ii) resulting Vendor Site; (iii) Deliverables; and (iv) all other software, hardware, and systems used by Company to host and make the Service available for use and access.

27. Software means Companys proprietary software as further outlined in the Documentation, including but not limited to the Vendor Site.

28. Submit, Submitted has the meaning as defined in Section 9.2.

29. Subscription means the rights granted by Company to Vendor to the Service in accordance with this Agreement and the applicable Order Form for the Subscription Term.

30. Subscription Fee means the fee payable by Vendor for a Subscription as set out in the Order Form.

31. Subscription Term means the period of time that Vendor is authorized by Company to access and use the Service, Deliverables, Support Services and Documentation.

32. Support Services means the technical support services for the Service provided by Company to Vendor as described in, and in accordance with, the Support Terms.

33. Support Terms means the terms on which Company provides Support Services to Vendor and which are outlined in an Order Form or otherwise agreed to in writing by Company and Vendor.

34. Taxes has the meaning as defined in Section 15.1(h).

35. Third Party Service Provider has the meaning as defined in Section 25.1(a).

36. User Submissions has the meaning as defined in Section 9.2.

37. Vendor means the vendor named in the applicable Order Form.

38. Vendor Data means the data submitted by or for Vendor and/or any Internal User to the Service and/or collected and processed by or for Vendor and/or any Internal User using the Service, including the data of Internal Users as the context requires.

39. Vendor Marks has the meaning as defined in Section 6.1(a).

40. Vendor Offering(s) means a good or service or both provided by Vendor via the Service to End User in exchange for a Fee.

41. Vendor Site or Website means the application and website created by Vendor using the Services.

42. You, Your has the meaning as defined in Section 1.2.

3. Modifications to this Agreement and to the Service

1. We reserve the right in Our sole discretion to revise and update this Agreement from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Service. You agree to periodically review this Agreement in order to be aware of any such modifications and Your continued use shall be Your acceptance of these.

2. The information and material on the Service, and the Service may be changed, withdrawn or terminated at any time in Our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is restricted to End Users or unavailable at any time or for any period.

4. Your Use of the Service and Account Set-Up and Security

1. You are responsible for obtaining Your own access to the Service and for the Services availability and performance. You are required to ensure that all persons who access the Service through Your account are aware of this Agreement and comply with it. You are responsible for any security breaches or performance issues relating to accessing the Service.

2. The Service or certain areas of the Service may require registration. It is a condition of Your use of the Service that all the information You provide on the Service is correct, current, and complete.

3. Your provision of registration information and any submissions You make to the Service through any functionality (collectively, Interactive Functions) constitutes Your consent to all actions We take with respect to such information consistent with Our Privacy Policy and this Agreement.

4. Any user name, password, or any other piece of information chosen by You or provided to You as part of Our security procedures, must be treated as confidential, and You must not disclose it to any other person or entity. You must exercise caution when accessing Your Account from a public or shared computer so that others are not able to view or record Your password or other Personal Information. You understand and agree that should You be provided an Account, Your Account is personal to You or Your organization and You agree not to provide any other person with access to this Service or portions of it using Your user name, password, or other security information. You agree to notify Us immediately of any unauthorized access to or use of Your user name or password or any other breach of security. You also agree to ensure that You logout from Your Account at the end of each session. You are responsible for any password misuse or any unauthorized access.

5. We reserve the right at any time and from time to time, to disable or terminate Your Account, any user name, password, or other identifier, whether chosen by You or provided by Us, in Our sole discretion for any or no reason, including any violation of any provision of this Agreement.

6. You are prohibited from attempting to circumvent and from violating the security of the Service, including without limitation: (i) accessing content and data that is not intended for You; (ii) attempting to breach or breaching the security and/or authentication measures which are not authorized; (iii) restricting, disrupting or disabling service to users, hosts, servers or networks; (iv) illicitly reproducing TCP/IP packet header; (v) disrupting network services and otherwise disrupting Our ability to monitor the Service; (vi) using any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service; (vii) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (viii) attacking the Service via a denial-of-service attack, distributed denial-of-service attack, flooding, mail-bombing or crashing; (ix) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service; (x) create any frame or mirror of the Service or any portion thereof; (xi) spamming; or (xii) otherwise attempting to interfere with the proper working of the Service.

7. You shall not (and shall not allow any third party to): (i) possess, download (except as permitted in Section 8) or copy the Service or any part of the Service, including but not limited any component which comprises the Service, but not including any output from the Service; (ii) knowingly interfere with service to any of the Companys other users, host or network, including by means of intentionally submitting a virus, overloading, flooding, spamming, mail bombing or crashing; (iii) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, Service and/or Documentation, except to the extent that enforcement is prohibited by applicable law; (iv) circumvent any timing restrictions that are built into the Service; (v) sell, rent, lend, transfer, distribute, license, or grant any rights in the Service or Documentation in any form to any person without the written consent of Company; (vi) unless otherwise permitted in this Agreement, remove any proprietary notices, labels, or marks from the Service or Documentation; (vii) create any frame or mirror of the Service or any portion thereof; (vii) use the Service to originate attacks on others including by meanings of spamming, scamming, or mail bombing; or (vii) use the Service to create, collect, transmit, store, use or process any Vendor Data or End User Data that: (1) You do not have the lawful right to create, collect, transmit, store, use or process, or (2) violates any applicable laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity).

5. Vendors Use of the Service

1. If You are a Vendor, the following additional terms and conditions apply to You:

(a) Subject to the terms and conditions of this Agreement and payment of the applicable Fees, Company hereby grants to Vendor a non-exclusive, worldwide, non-transferable, non-sublicensable, revocable right to:

(i)      access and use (and to permit one Internal User to access and use) the Service, solely during the Subscription Term in accordance with this Agreement and the Documentation solely for Vendors and Internal Users internal business purposes and the End Users personal purposes;

(ii)     access and use (and to permit one Internal User only and End Users to access and use) the Documentation as reasonably necessary to support Vendors permitted use of the Service during the Subscription Term solely for Vendors and Internal Users internal business purposes;

(iii)    to permit End Users to access and use the Vendor Site provided that Vendor will ensure End Users agree to this Agreement; and,

(iv)    exercise the rights granted to Vendor in Section 5.1(a)(iii) with respect to the Vendor Site under Vendors own trade-mark(s) or product name, in accordance with the terms and conditions set out in Section 6.

6. Vendors White Label Rights

1. If You are a Vendor, the following additional terms and conditions apply to You:

(a) Company will make available for Vendors use the Vendor Site so that Company may frame the Vendor Site with Vendors own branding, including its trade-marks, logos and trade names (Vendor Marks). Notwithstanding the foregoing white-label rights, Vendor shall not remove any Company trade-marks, logos and trade names (Company Marks) that are required to be attached to, or displayed in association with the Service by applicable law or regulations or by contract.

(b) In the event that any Company Marks are used or remain on the Service or any Documentation or other marketing material, to which Vendor Marks are affixed, Company Marks must be presented separate from the Vendor Marks so that each appears to be a trade-mark or trade name in its own right, distinct from all other trade-marks or trade names.

7. Vendor Support Service and Service Availability

1. If You are a Vendor, the following additional terms and conditions apply to You:

(a) During the Subscription Term, Company will provide Support Services to Vendor in accordance with the Support Terms.

(b) Company may amend the Support Terms.

(c)  Company shall not be required to provide Support Services if Vendor is in default of any of Vendors obligations under this Agreement.

8. Intellectual Property Rights and Ownership

1. You understand and agree that the Service and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement (excluding Vendor Data and End User Data), are owned by Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

2. Company and its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trade-mark rights, trade secret rights and all other Intellectual Property Rights), in and to the Software, Service, Documentation, Deliverables and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof, all of which shall be deemed part of the Software and subject to all of the provisions of this Agreement. You shall keep the Software, Service, Deliverables and Documentation free and clear of all liens, encumbrances and/or security interests. Subject to the limited rights expressly granted in this Agreement, Company reserves all rights, title and interest in and to the Software, Service, Deliverables and Documentation. No rights are granted to You pursuant to this Agreement other than as expressly set forth in this Agreement.

3. Companys name and all related names, logos, product and service names, designs, images and slogans are trademarks of Company or its affiliates or licensors. You must not use such marks without the prior written permission of Company. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on this Service are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.

4. You are not permitted to modify copies of any materials from the Service nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

9. Conditions of Use, User Submissions and Service Content Standards

1. As a condition of Your access and use of the Service, You agree that You may use the Service only for lawful purposes and in accordance with this Agreement.

2. The following content standards apply to any and all content, Vendor Data, End User Data, material, and information Vendor, Internal User or End User submits, posts, publishes, displays, or transmits (collectively, Submit, Submitted) to the Service, to other users or other persons (collectively, User Submissions) and any and all Interactive Functions. Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws and regulations. Without limiting the foregoing, You warrant and agree that Your use of the Service and any User Submissions shall not:

(a) In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement and Our Privacy Policy.

(b) Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, toxic, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable as determined by Us.

(c)  Involve stalking, attempting to exploit any individual or harm minors in any way by exposing them to inappropriate content or asking for Personal Information.

(d) Involve, provide or contribute any false, inaccurate or misleading information.

(e) Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with this Agreement.

(f) Impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).

(g) Include engaging in any other conduct that restricts or inhibits anyones use or enjoyment of the Service, or which, as determined by Us, may harm Company or users of the Service or expose them to liability.

(h) Include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.

(i) Promote any illegal activity, or advocate, promote, or assist any unlawful act.

(j) Give the impression that they originate from or are endorsed by Us or any other person or entity, if this is not the case.

3. You understand and agree that You, not Company, are fully responsible for any User Submissions, Vendor Data, End User Data, material or information Submitted and that You will be legally liable including to any third party for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions material or information Submitted by You or any other user of the Service.

10. END USERS USE OF THE SERVICE

Subject to the terms and conditions of this Agreement and payment of the applicable Fees, Company and Vendor hereby grants to End User a non-exclusive, worldwide, non-transferable, non-sublicensable, revocable right to access and use the Service for as long as the Vendor Site is operational or until such right is revoked at Companys and Vendors sole discretion.

11. Vendors Use of Service

1. If You are a Vendor, the following additional terms and conditions apply to You:

(a) Vendor is responsible for all activities that occur in Vendors, Internal Users and End Users Accounts and for Vendors, Internal Users and End Users compliance with this Agreement.

(b) Vendor shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Vendor Data and End User Data and the means by which Vendor acquired Vendor Data or End User Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Company promptly of any such unauthorized access or use; and (iii) use the Service only in accordance with the Documentation and applicable laws and government regulations.

(c)  Vendor shall use the Service solely for its internal business purposes as contemplated by this Agreement and shall not interfere with or disrupt the integrity or performance of the Service or the data contained therein.

12. Equipment

You are solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software and communications services (such as Internet access and web browser) that are required to allow You to access and use the Service and for all expenses relating thereto. You agree to access and use (and where You are a Vendor, shall ensure that all Internal Users access and use) the Service in accordance with any and all operating instructions or procedures that may be issued by Company from time to time.

13. Use of the Service through Mobile Devices

You may be able to access and use the Service through a mobile device, including through the Vendor Site. You agree and acknowledge that You (and/or any Internal User, where You are a Vendor) will be solely responsible for any software requirements and for any data charges and fees associated with accessing and using the Service through a mobile device.

14. Feedback: Grant of License

The Service may contain Interactive Functions allowing User Submissions on or through the Service. You may provide reasonable feedback to Company including, but not limited to, suitability, problem reports, suggestions and other information with respect to the Service (Feedback). You hereby grant to Company a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service, Documentation and any other Company products or services, or for any other purposes, any Feedback provided by You (and/or any Internal User, where You are a Vendor).

15. Confidential Information

1. For purposes of this Agreement, a party receiving Confidential Information will be the Recipient and the party disclosing such information will be the Discloser and Confidential Information means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the term that is marked as confidential or that a reasonable person would understand to be confidential (including all Personal Information and Financial Information); provided that Disclosers Confidential Information (excluding Personal Information) does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Disclosers Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

2. Recipient hereby agrees that during the term (the Subscription Term, where You are a Vendor) and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a need to know and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other Recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section if Recipient uses the same degree of care in safeguarding the Confidential Information of the Discloser as it uses in protecting its own Confidential Information of a similar nature from unauthorized disclosure (but at all times not less than a reasonable degree of care).

3. Notwithstanding anything to the contrary in this Section, Recipient may disclose Disclosers Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable services related to Companys business; (iii) in the case of Company, to potential assignees, acquirers or successors of Company if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Company; or (iv) as otherwise may be permitted in Our Privacy Policy; or (v) in accordance with the Disclosers express instructions.

4. If You are an End User, the following additional terms and conditions apply to You:

(a) Notwithstanding anything to the contrary in this Agreement, End User authorises Company to disclose End Users Confidential Information to Vendor who has entered into a contract with Company in relation to providing the Service to End User and End User understands that certain services provided as part of the Service or by Vendor may require additional Documentation to be completed.

(b) End User agrees that End User will, from time to time at the request of Company or Vendor without any additional consideration, furnish to Company or Vendor such further information or assurances, execute and deliver such additional documents and take such other actions and do such other things, as may be reasonably necessary to carry out the requested services or the provisions of this Agreement.

16. Vendors Subscription Fees and Payment

1. If You are a Vendor, the following additional terms and conditions apply to You:

(a) All Subscription prices are quoted and payable in United States dollars. The price charged for the Services offered to Vendor will be the price advertised at the time the Subscription order is placed, subject to the terms of any promotions or discounts and Taxes that may be applicable. All amounts charged will be clearly stated in Vendors Subscription invoice.

(b) Subject to applicable law, all Subscription prices, discounts and promotions are subject to change without notice. Price increases will only apply to Subscription orders placed or renewed after the time of the increase.

(c)  Vendor agrees that an order is an offer to purchase a license under this Agreement. All orders must be accepted by Company. Company may choose not to accept Vendors orders at Companys sole discretion, even after Company makes an invoice available to Vendor.

(d) Payment must be received by Company before Companys acceptance of an Order Form. Company accepts payment made by credit card only and supports most major credit cards. However, Company does not guarantee the availability of any payment method at any moment and Company may add, remove or suspend any payment method temporarily or permanently at Companys sole discretion.

(e) Vendor represents and warrants that: (i) the credit card information that Vendor supplies is true, correct and complete, (ii) Vendor is duly authorized to use such credit card for the purchase, (iii) charges incurred by Vendor will be honoured by Vendors credit card company, and (iv) Vendor will pay charges incurred by Vendor at the posted prices, plus all applicable Taxes. Vendor authorizes Company to charge such credit card for all Services ordered until Vendors Account is terminated in accordance with this Agreement. Additional charges or Taxes may be applied by Vendors payment service provider, issuer bank or intermediary which are beyond Companys control. Vendor acknowledges and agrees that any credit card and related billing and payment information that Vendor provides to Company may be shared by Company with companies who work on Companys behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Company and servicing Vendors Account.

(f) Unless otherwise required by law, Company has no obligation to provide a refund or a credit.

(g) Company may suspend Vendors Subscription to use the Service if Vendor fails to make any payment due in respect of the Service and does not cure such non-payment within five (3) days after receiving notice of such failure. Any suspension of the rights hereunder by Company under the preceding sentence shall not excuse Vendor from its obligation to make all payment(s) under the Agreement and without limiting Companys other rights and remedies, Company may accelerate Vendors unpaid Fee obligations under the Order Form so that all such obligations become immediately due and payable, and keep the Services suspended until such amounts are paid by Vendor in full.

(h) Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, HST, GST, sales, value-added, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, Taxes). Vendor is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Vendor is responsible under this section, Company will invoice Vendor and Vendor will pay that amount unless Vendor provides Company with a valid Tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for Taxes assessable against it based on its income, property and employees.

17. Vendors Terms and Conditions; End Users Payment

1. If You are an End User, the following additional terms and conditions apply to You:

(a) END USER ACKNOWLEDGES AND AGREES THAT VENDOR OFFERING(S) WILL BE GOVERNED IN ACCORDANCE WITH VENDORS TERMS AND CONDITIONS WHICH GOVERN EACH PARTICULAR VENDOR OFFERING.

(b) End User agrees and understands that descriptions of Vendor Offering(s) on the Service are provided by Vendor or their representatives and We do not verify such Vendor Offering descriptions or any Vendor permits, licenses or certifications the Vendor may require under applicable law. We will not be liable or responsible for any claims associated with a VendorOffering or a Vendor. End User should make its own investigations as it deems appropriate and necessary before purchasing a Vendor Offering to determine that Vendor is qualified or accredited under applicable law. End User agrees and understands that the Vendor is solely responsible for all aspects of the Vendor Offering.

(c)  End User understands that its order is not complete until Vendor has confirmed that the order is complete.

(d) Upon End Users order and payment in full being accepted by Vendor, End User will obtain a right to use and partake in such Vendor Offering in accordance with Vendors terms and conditions which govern that particular Vendor Offering.

(e) All Vendor Offering prices are quoted and payable in United States dollars. The price charged for the Vendor Offering will be the price advertised at the time the order is placed, subject to the terms of any promotions or discounts, and Taxes that may be applicable. All amounts charged will be clearly stated in End Users invoice.

(f) Subject to applicable law, all Vendor Offering prices, discounts and promotions are subject to change without notice. Price increases will only apply to orders placed or renewed after the time of the increase.

(g) End User agrees that an order is an offer to purchase an Vendor Offering under this Agreement. All orders must be accepted by the Vendor and We nor Vendor will be obligated to provide the Vendor Offering to End User. We and Vendor may choose not to accept orders at Our and Vendors sole discretion, even after We make an invoice available to End User.

(h) Payment must be received by Us before Our acceptance of an End Users order. We accept payment made by credit card only and support most major credit cards. However, We do not guarantee the availability of any payment method at any moment and We may add, remove or suspend any payment method temporarily or permanently at Our sole discretion.

(i) End User represents and warrants that: (i) the credit card information End User supplies is true, correct and complete, (ii) End User is duly authorized to use such credit card for the purchase, (iii) charges incurred by End User will be honoured by End Users credit card company, and (iv) End User will pay charges incurred by End User at the posted prices, plus all applicable Taxes. End User authorizes Us to charge such credit card for all purchased Vendor Offering(s) ordered until End Users Account is terminated in accordance with this Agreement. Additional charges or Taxes may be applied by End Users payment service provider, issuer bank or intermediary which are beyond Our control. End User acknowledges and agrees that any credit card and related billing and payment information that End User provides to Us may be shared by Us with companies who work on Our behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Us and servicing End Users Account.

(j) End User agrees that End Users order is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

(k)  Unless otherwise required by law, Company has no obligation to provide a refund or a credit.

(l) Vendor Offering prices advertised do not include any Taxes. We will bill End User for applicable Taxes as a separate line item on each invoice. End User is responsible for paying all Taxes associated with End Users purchases.

(m)End User understands and agrees that Vendor, not Us, are fully responsible for any Vendor Offering(s) uploaded, and Vendor is fully responsible and legally liable including to any third party for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any Vendor Offering(s) Submitted by Vendor.

(n) End User understands, acknowledges and agrees that Vendor, not Us, are fully responsible for any terms and conditions related to End Users use of Vendors Offering(s) and any releases or liability waivers in connection with any Vendor Offering(s).

18. Site Monitoring and Enforcement, Suspension and Termination

1. If You are an End User, the following additional terms and conditions apply to You:

(a) Company has the right, without provision of notice to:

(i)      Remove or refuse to post on the Service any End Users User Submissions for any or no reason in Our sole discretion.

(ii)     At all times, to take such actions with respect to any End Users User Submission deemed necessary or appropriate in Our sole discretion, including without limitation, for violating this Agreement.

(iii)    Take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the Service. Without limiting the foregoing, We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing Us to disclose the identity or other information of anyone posting any materials on or through the Service.

(iv)    Terminate or suspend End User access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement.

(b) END USER HEREBY WAIVES AND AGREES TO HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

(c)  We have no obligation, nor any responsibility to End User or any third party to monitor the Service or use, and do not and cannot undertake to review material that End User or other users Submit to the Service. We cannot ensure prompt removal of objectionable material after it has been posted and We have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.

19. No Reliance

1. If You are an End User, the following additional terms and conditions apply to You:

(a) The content on the Service is provided for general information purposes only. It is not intended to amount to advice on which End User should rely. End User must obtain more specific or professional advice through professionals who End User retain before taking, or refraining from, any action or inaction on the basis of the content on the Service.

(b) Company makes no representations, conditions, warranties or guarantees, whether express or implied, that the content on Our Service is accurate, complete or up to date. End Users use of the Service is at End Users own risk and the Company has no responsibility or liability whatsoever for End Users use of the Service.

(c)  End User agrees that all decisions End User makes in relation to products or services are End Users full responsibility and End User agrees to retain legal counsel licensed to practice in End Users jurisdiction regarding any legal issue of enough importance to reasonably require it. End User agrees to accept full responsibility for determining the value of and for any use End User makes of the Service and information, and for obtaining any needed assistance from any other professional advisor to assess the value of and appropriate uses for any such information.

(d) The Service includes content provided by third parties, including from Vendor and third-party licensors and suppliers. All statements and/or opinions expressed in any Vendor or third-party content, other than the content provided by Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Company. Company is not responsible, or liable to End User or any third party, for the content or accuracy of any third party materials.

20. Privacy

By accessing or using the Service, You understand that We will collect and use certain Personal Information. For more information about Our collection, use, disclosure and protection of Personal Information, please read Our Privacy Policy at [https://easybusypets.com/privacy].

21. Companys Data Rights and Obligations

1. Company shall secure Personal Information with all necessary safeguards appropriate to the level of sensitivity of the Personal Information. Company shall only process Personal Information on behalf of and in accordance with Vendors documented instructions and applicable law for the following purposes: (i) Processing in accordance with the Agreement (including the Privacy Policy); (ii) Processing initiated by Vendor or Internal User in their use of the Service; and (iii) Processing to comply with other documented reasonable instructions provided by Vendor where such instructions are consistent with the terms of the Agreement.

2. In connection with the provision of the Service, Company will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Information. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Personal Information by Company personnel except (i) to provide the Service and prevent or address service or technical problems, (ii) as compelled by law and upon identification of lawful authority, or (iii) as expressly permitted in writing by Vendor in accordance with this Agreement (including Our Privacy Policy). Company shall, in connection with the provision of the Service, comply with applicable law. Company shall ensure that its personnel engaged in the Processing of Personal Information are informed of the confidential nature of the Personal Information and have received appropriate training on their responsibilities and Company shall take commercially reasonable steps to ensure the reliability of any Company personnel engaged in the Processing of Personal Information.

22. Vendors Data Rights and Obligations

1. If You are a Vendor, the following additional terms and conditions apply to You:

(a) Vendor shall, in its use of the Service, process Personal Information in accordance with the requirements of applicable law. For the avoidance of doubt, Vendors instructions to Company for the Processing of Personal Information shall comply with applicable law. Vendor shall have sole responsibility for the accuracy, quality, and legality of Personal Information its Internal Users or End Users provide and the means by which Vendor acquired Personal Information.

(b) Vendor warrants, represents and covenants that it shall be responsible for obtaining all End User consents required under applicable law for Company to receive and process any End User Data and that is has obtained all such consents before permitted the End User to upload the End User Data.

(c)  Vendor hereby represents and warrants to, and covenants with Company that Vendor Data and End User Data will only contain Personal Information in respect of which Vendor has provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Company to provide the Service, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Company and to or from all applicable third parties.

(d) As between Company and Vendor, Vendor exclusively owns all rights, title and interest in and to all of its Vendor Data and End User Data. Company does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Vendor Data or End User Data.

(e) Vendor hereby irrevocably grants all such rights and permissions in or relating to Vendor Data and End User: (i) to Company, its subcontractors and personnel as are necessary or useful to perform the Services; and (ii) to Company as is necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder.

(f) Vendor shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and Intellectual Property Right ownership or right to use the Vendor Data and End User Data.

(g) Vendor is responsible for ensuring the appropriate level of backup to prevent any loss of its Vendor Data or End User Data.

(h) Upon request by Vendor made during the term hereof or within thirty (30) days after the effective date of termination of this Agreement, Company will make a subset of the Vendor Data available to Vendor and End User Data available to End Users for export or download as an industry standard CSV file. After such 30-day period, Company will have no obligation to maintain or provide any Vendor Data or End User Data, and will thereafter delete or destroy all copies of Vendor Data or End User Data in its systems or otherwise in its possession or control as provided in the Documentation, unless legally prohibited.

23. End Users Data Right and Obligations

1. If You are an End User, the following additional terms and conditions apply to You:

(a) As between Company and End User, End User exclusively owns all rights, title and interest in and to all End User Data. Company does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of End User Data.

(b) End User hereby irrevocably grant all rights and permissions in or relating to End User Data: (i) to Company, its subcontractors and its personnel and the relevant Vendor as are necessary or useful for End User to use the Service and for Company and Vendor to perform any services; and (ii) to Company as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder.

(c)  End User represents and warrants to, and covenants with Company that End User Data will only contain Personal Information and if applicable, Financial Information, in respect of which End User has obtained all applicable third party consents, authority and permissions, and has made all applicable third party disclosures, in each case as required by applicable laws, regarding all collection, storage, access, use, disclosure and transmission of such information.

(d) Upon request by End User made during the term hereof or within thirty (30) days after the effective date of termination of this Agreement, Company will make a subset of the End User Data available to End User for export or download. However, unless otherwise required by applicable law, after termination of this Agreement, Company will have no obligation to maintain or provide End User Data, and will thereafter delete or destroy all copies of End User Data in its systems or otherwise in its possession or control, unless legally prohibited.

24. Rights in Derivative Data

You acknowledge and agree that the Service and services may compile, store and use aggregated data and system usage, analytics and diagnostic information to monitor and improve the Service, for the creation of new products and services, to understand usage, and for any other business purpose. You hereby grant to Company a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect, process and aggregate Vendor Data or End User Data, as applicable, and other such information and data, to create anonymized, aggregated data records, and to use such anonymized and aggregated data, and all modifications thereto and derivatives thereof (Derivative Data) to improve the Service, develop new products and services, to understand usage, and for any other business purpose. This Derivative Data is no longer associated with You and as such is not Vendor Data or End User Data.

25. Third Party Services

For Your convenience, this Service may provide links or pointers to third party services or websites. We make no representations about any other third party services or websites that may be accessed from the Service. If You (and/or any Internal User, where You are a Vendor) choose to access any such services or websites, You (and/or the Internal User) do so at Your (and/or their) own risk. We have no control over the contents of any such third party services or websites, and accept no responsibility for such third party services or websites or for any loss or damage that may arise from Vendors, Internal Users or End Users use of them. You (and/or any Internal User, where You are a Vendor) are subject to any terms and conditions of such third party services or websites.

26. Third Party Providers

1. If You are an End User, the following additional terms and conditions apply to You:

(a) The Service may provide End User with information or referrals with respect to engaging the services of third parties for the provision of services (such third parties, the Third Party Service Providers). End User may separately enter into an agreement with a Third Party Service Provider on such terms and conditions as may be agreed between End User and that Third Party Service Provider.

(b) If End User engages the services of a Third Party Service Provider, End User acknowledges that End User is engaging directly with the Third Party Service Provider End User selected and not with Company, and that Company will not a party to and will be in no way responsible for the performance of either End User or the Third Party Service Provider.

(c)  Company does not make any representations or warranties of any kind in respect of any Third Party Service Provider and End User acknowledges that Company is not an agent or representative of End User or any benefits or insurance service provider. End User is responsible for managing, inspecting, accepting and paying for services and deliverables provided under any agreements with any Benefits or Insurance Service Provider.

27. Export Regulation

The Service may be subject to export control laws. You shall not, directly or indirectly, export, re-export or release the Service to, or make the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing or otherwise making or using the Service available outside Canada.

28. Open-Source Licenses

Notwithstanding anything to the contrary in this Agreement, the Service may include Open-Source Components. Any use of the Open-Source Components by You shall be governed by, and subject to, the terms and conditions of the relevant open-source license(s).

29. Geographic Restrictions

The owner of the Service is based in the City of Toronto, Canada. The Service is not intended for use in any jurisdiction where its use is not permitted. If You access the site from a jurisdiction that is not permitted, You do so at Your own risk and You are responsible for compliance with local laws of Your jurisdiction.

30. Disclaimer of Warranties

1. YOU UNDERSTAND AND AGREE THAT USE BY YOU (AND/OR ANY INTERNAL USER, WHERE YOU ARE A VENDOR) OF THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE COMPANY IS AT YOUR (AND/OR THEIR) OWN RISK. THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

2. NEITHER COMPANY NOR ANY AFFILIATES OR LICENSEES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE SERVICE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANY AFFILIATES OR LICENSEES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

3. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU (AND/OR ANY INTERNAL USER, WHERE YOU ARE A VENDOR) ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR (AND/OR THEIR) USE OF THE SERVICE AND YOUR (AND/OR THEIR) COMPUTER, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAIL-BOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR (AND/OR THEIR) COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR (AND/OR THEIR) USE OF THE SERVICE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

4. COMPANY MAKES THE SERVICE AVAILABLE FOR ACCESS VIA THE INTERNET. VENDOR, INTERNAL USER AND END USER SHALL PROVIDE, AT THEIR OWN EXPENSE, ALL NECESSARY HARDWARE, APPLICATIONS AND INTERNET CONNECTIVITY NECESSARY TO ACCESS THE SERVICE OVER THE INTERNET. VENDOR, INTERNAL USER AND END USER ARE RESPONSIBLE FOR AND SHALL ENSURE THAT THEIR COMPUTER EQUIPMENT AND AN INTERNET CONNECTION MEETS THE MINIMUM SPECIFICATIONS PUBLISHED BY COMPANY IN THE DOCUMENTATION AND UPDATED FROM TIME TO TIME ON COMPANYS WEBSITE, AND VENDOR, INTERNAL USER AND END USER SHALL PERIODICALLY UPDATE THEIR COMPUTER EQUIPMENT AND/OR INTERNET CONNECTION TO MEET SUCH MINIMUM SPECIFICATIONS.

5. YOU HEREBY ACKNOWLEDGE THAT VENDOR WILL INFORM INTERNAL USER AND END USER THAT THE SERVICE MAY BE INTERRUPTED DUE TO (i) DOWNTIME FOR SCHEDULED MAINTENANCE AT COMPANYS SOLE DISCRETION, OR (ii) INTERRUPTIONS IN INTERNET CONNECTIVITY OR OTHER DOWNTIME CAUSED BY CIRCUMSTANCES BEYOND COMPANYS CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES OR OTHER LABOR PROBLEMS, COMPUTER OR TELECOMMUNICATIONS FAILURES, OR DELAYS INVOLVING HARDWARE OF SOFTWARE NOT WITHIN COMPANYS CONTROL OR NETWORK INTRUSIONS. YOU HEREBY ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT, IN ANY WAY, BE LIABLE FOR, OR HAVE RESPONSIBILITY WITH RESPECT TO, ANY SUCH SERVICE INTERRUPTIONS AND RELEASE COMPANY FROM ANY CLAIMS RELATING THERETO.

6. FOR ANY BREACH OF A WARRANTY PROVIDED BY COMPANY, YOUR EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT.

31. Limitation of Liability

1. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCE WILL COMPANY, ITS AFFILIATES OR LICENSEES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH VENDORS, INTERNAL USERS, END USERS USE OR ANY OTHER THIRD PARTYS USE, OR INABILITY TO USE, RELIANCE ON, THE SERVICE, ANY LINKED SITE OR SUCH OTHER THIRD PARTY SITE, NOR ANY SITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.

2. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR LICENSEES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS IN CONNECTION WITH OR UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO (i) USE OF THE SERVICES BY VENDOR, INTERNAL USER AND END USER; (ii) ANY IMPROPER USE OF INFORMATION OR PERSONAL INFORMATION VENDOR, INTERNAL USER OR END USER UPLOADS TO THE SITE, EXCEED ONE HUNDRED DOLLARS IN CANADIAN FUNDS ($100 CAD). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL COMPANYS THIRD PARTY SUPPLIERS OR LICENSEES HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

32. Indemnification

1. To the maximum extent permitted by applicable law, You agree to defend, indemnify, and hold harmless Company, its affiliates or licensees, and their respective directors, officers, employees, agents, service providers, contractors, licensees, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys fees) arising out of or relating to (i) Your breach of this Agreement or (ii) Your use of the Service, including, but not limited to, Your User Submissions, third party sites, any use of the Services content, services, and products other than as expressly authorized in this Agreement or (iii) any third party liability related to Vendor Data or End User Data or misrepresentation, criminal behaviour or gross negligence on the part of You (or any Internal User where You are a Vendor); or (iv) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property or privacy rights) as a result of Your use of the Service (or any part thereof) contrary to the terms and conditions of this Agreement.

2. You will fully cooperate with Company in the defence of any claim defended by You pursuant to Your indemnification obligations under this Agreement and You will not settle any such claim without the prior written consent of Company.

3. If You are a Vendor, the following additional indemnification applies to You:

(a) Without derogating from the above, under no circumstance, regardless of the basis of the claim, will Company be liable to any Internal User or End User, and Vendor shall defend, indemnify, and hold harmless Company and its affiliates and licensees, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys fees) brought by any Internal User or End User of the Service with respect to their use of the Service or Vendors services, products or advice.

33. Vendors Subscription Term

1. If You are a Vendor, the following additional terms and conditions apply to You:

(a) This Agreement commences on the date of the effective date of the Order Form and shall continue until terminated earlier in accordance with the provisions of this Agreement or applicable law. This Agreement shall remain in effect and govern all Order Forms until (i) the end of the Subscription Term under such Order Form, (ii) such Order Form or this Agreement is terminated by either Vendor or Company, or (iii) there has been full performance of Vendor and Companys respective obligations under all Order Forms.

(b) Subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein unless terminated earlier as provided for in this Agreement (Initial Term). Unless otherwise agreed upon in the applicable Order Form, Subscriptions shall automatically extend for subsequent additional periods equal to the Initial Term at the list price then in effect at the time of the extension unless Vendor gives Company written notice not to extend at least sixty (5) days prior to the end of the applicable Subscription Term (each a Renewal Term). Subscription Term means the then-current Initial Term of Renewal Term.

(c)  Vendor or Company may terminate this Agreement or a Subscription for cause (i) upon written notice to the other party of a material breach if such breach remains uncured for 30 days, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iii) . In no event will termination relieve Vendor of its obligation to pay any Subscription Fees payable to Company for the period prior to the effective date of termination.    

(d) In addition to any termination rights of Company pursuant to this Agreement, extraordinary circumstances may require Company to suspend or terminate (where appropriate), as determined in Companys reasonable discretion, Vendors, Internal Users or End Users access to and/or use of, or otherwise modify, the Service in order to: (i) prevent material damages to, or material degradation of the integrity of, Companys or its providers Internet network; or (ii) comply with any law, regulation, court order, or other governmental order. Company will notify Vendor of such suspension or termination action as far in advance of such suspension or termination as reasonably possible, and if such advance notice is not possible, then as soon as possible after such suspension or termination. Vendor will be responsible for notifying its End Users. In the event of a suspension, Company will limit such suspension to that which is minimally required and will promptly restore Vendors access to the Service as soon as the event giving rise to the suspension has been addressed (including by Vendor agreeing to accept the risks associated with such suspension) or resolved.

34. Independent Contractors

The relationship of Company and Vendor established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (i) give either party the power to direct and control the day to-day activities of the other, (ii) constitute the parties as legal partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. All financial and other obligations associated with the businesses of the parties are their sole respective responsibilities.

35. Governing Law and Jurisdiction

1. The Service and this Agreement will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of Ontario or any other jurisdiction) and notwithstanding Your domicile, residence or physical location. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded and does not apply to this Agreement.

2. Any action or proceeding arising out of or relating to this Service and under this Agreement will be instituted in the courts of the province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over You by such courts and to the venue of such courts.

36. Waiver

No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

37. Force Majeure

WE SHALL NOT BE LIABLE FOR FAILING OR DELAYING PERFORMANCE OF OUR OBLIGATIONS RESULTING FROM ANY ACTS OR EVENTS BEYOND ITS REASONABLE CONTROL, INCLUDING ACTS OF GOD, LABOR DISPUTES, LOCKOUTS OR OTHER LABOR TROUBLE, FIRE, EARTHQUAKES, FLOODS, ACTS OF CIVIL OR MILITARY AUTHORITY, CIVIL DISTURBANCE, STRIKES, FIRES OR OTHER CATASTROPHES.

38. Severability

IF ANY TERM OR PROVISION OF THIS AGREEMENT IS INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT OR INVALIDATE OR RENDER UNENFORCEABLE SUCH TERM OR PROVISION IN ANY OTHER JURISDICTION.

39. Entire Agreement

3. THIS AGREEMENT CONSTITUTES THE SOLE AND ENTIRE AGREEMENT BETWEEN YOU AND COMPANY REGARDING THE SERVICE AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES, BOTH WRITTEN AND ORAL, REGARDING SUCH SUBJECT MATTER, AND MAY NOT BE CHANGED EXCEPT BY A WRITTEN AND FULLY EXECUTED AGREEMENT WITH COMPANY.

4. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL OVER ANY PRE-PRINTED TERMS ON ANY QUOTES, ORDERS, PURCHASE ORDERS, OR PURCHASE ORDER ACKNOWLEDGEMENTS, AND SHALL PREVAIL OVER ANY OTHER COMMUNICATIONS BETWEEN YOU AND THE COMPANY IN RELATION TO THE SERVICE AND DOCUMENTATION, AS APPLICABLE, AND THE RIGHT TO ACCESS AND USE THE SERVICE AND DOCUMENTATION, AS APPLICABLE, SHALL BE DEEMED TO BE PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

40. Remedies

OTHER THAN AS EXPRESSLY STATED HEREIN, THE REMEDIES PROVIDED HEREIN ARE IN ADDITION TO, AND NOT EXCLUSIVE OF, ANY OTHER REMEDIES OF A PARTY AT LAW OR IN EQUITY.

41. Language of Agreement

THE PARTIES HERETO CONFIRM THAT THEY HAVE REQUESTED THAT THIS AGREEMENT AND ALL RELATED DOCUMENTS BE DRAFTED IN ENGLISH. ANY FRENCH TRANSLATION HEREOF HAS BEEN PROVIDED FOR INFORMATION PURPOSES ONLY AND DOES NOT HAVE ANY LEGAL VALUE NOR CREATE ANY CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES. LES PARTIES AUX PRESENTES ONT EXIGE QUE LA PRESENTE ENTENTE ET TOUS LES DOCUMENTS CONNEXES SOIENT REDIGES EN ANGLAIS. TOUTE TRADUCTION DE CELLE-CI EST NON-OFFICIELLE, EST FOURNIE A DES FINS DINFORMATION SEULEMENT ET NE CREE AUCUN LIEN CONTRACTUEL ENTRE LES PARTIES.

42. Interpretations of this Agreement

THE HEADINGS IN THIS AGREEMENT ARE FOR REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF THIS AGREEMENT.

43. Publicity

COMPANY MAY LIST VENDORS NAME ON COMPANYS MARKETING MATERIALS AND WEBSITE AS A VENDOR OF COMPANY.

44. Reporting and Contact

5. THIS SERVICE IS OPERATED BY:

CLICK LESS DO MORE INC.

6. ALL OTHER FEEDBACK, COMMENTS, REPORTS OF MISUSE, REQUESTS FOR TECHNICAL SUPPORT, AND OTHER COMMUNICATIONS RELATING TO THE SERVICE SHOULD BE DIRECTED TO: [info@clicklessdomore.com].

45. Assignment

YOU WILL NOT ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER TO ANY THIRD PARTY, WHETHER BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, WITHOUT COMPANYS PRIOR WRITTEN CONSENT. COMPANY MAY ASSIGN THIS AGREEMENT IN ITS ENTIRETY OR ANY RIGHTS UNDER THIS AGREEMENT TO ANY THIRD PARTY WITHOUT YOUR CONSENT. ANY ASSIGNMENT IN VIOLATION OF THIS SECTION WILL BE VOID AND OF NO EFFECT. THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL BE BINDING UPON PERMITTED ASSIGNEES. THIS AGREEMENT WILL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES, THEIR PERMITTED SUCCESSORS AND PERMITTED ASSIGNEES.

46. Survival

THE PROVISIONS SET FORTH IN THE FOLLOWING SECTIONS, AND ANY OTHER RIGHT OR OBLIGATION OF THE PARTIES IN THIS AGREEMENT THAT, BY ITS NATURE OR CONTEXT, SHOULD SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT WILL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SECTIONS 1 THROUGH 45.

Last Updated: October 31, 2020

Questions?

Thoughts or questions about this Privacy Policy? Please, let us know.