TRADEFINDER TERMS OF SERVICE
These Terms of Service (this “Agreement”) set forth the terms and conditions that apply to your
access and use of the internet website located at http://www.tradefinderinc.com
and the Tradefinder mobile software application (collectively, the “Site”), each owned and operated by
Tradefinder Services Inc. (“Tradefinder”,
“we”, “our” or “us”), and the
Services (as defined in Section 2) available
thereon.
BY ACCESSING OR USING THE SITE OR SERVICES YOU ARE
INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST
NOT ACCESS OR USE THE SITE OR THE SERVICES.
IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES,
GUIDELINES OR PRACTICES APPLICABLE TO THE SITE OR SERVICES, YOUR SOLE AND
EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND SERVICES.
IF
YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER
LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO
THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER
TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH
AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT
ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as Tradefinder’s Privacy Statement located at http://tradefinderinc.com/privacy-statement.html (the “Privacy Statement”), as it may be amended from time to time in the future.
Tradefinder may update this Agreement or the Privacy
Statement at any time, without notification to you, and you should review this Agreement and the Privacy Statement
from time to time by accessing the Site.
Your continued use of the Site and/or the Services will be deemed
irrevocable acceptance of any such revisions.
Before you continue, you should print or save a local copy of this
Agreement and the Privacy Statement for your records.
1.
Ability to Enter into this Agreement
In
order to enter into this Agreement, you must have reached the legal age of
majority in your jurisdiction of residence, and be fully able and competent to
enter into the terms, conditions, obligations, affirmations, representations
and warranties set forth in this Agreement, and to abide by and comply with
this Agreement. It is your
responsibility to ensure that you are legally eligible to enter into this
Agreement under any laws applicable to you.
If you accept this Agreement, you represent that you have the capacity
to be bound by it.
The
services that Tradefinder provides enable:
(a)
tradespeople, businesses and service providers (each a
“Tradesperson” and collectively, “Tradespeople”) who have signed up for a
Tradefinder account (an “Account”)
to advertise their business and list, display and offer for sale certain trade
work they are qualified to perform (“Trade
Work”); and
(b)
other users (“Customers”)
to (i) search and find Tradespeople in their local communities; and (ii) post
reviews regarding the Trade Work performed by such Tradespeople they have
previously engaged,
(collectively,
the “Services”).
3.
Intellectual Property Rights
3.1
All material available on the Site and all material
and services provided by or through Tradefinder, its affiliates, subsidiaries,
employees, agents, licensors or other commercial partners including, but not
limited to, software, all informational text, software documentation, design of
and “look and feel”, layout, photographs, graphics, design and functions,
files, documents, images, or other materials, whether publicly posted or
privately transmitted as well as all derivative works thereof (collectively,
the “Materials”), are owned by us or
our licensors or service providers, and are protected by copyright, trademark,
trade secret and other intellectual property laws.
3.2
Subject to your compliance with all of the terms and
conditions of this Agreement, during the term of this Agreement, Tradefinder
grants to you a non-transferable, non-sublicensable, non-exclusive, revocable,
limited-purpose right to access and use the Materials that we make available to
you. You are not permitted to download,
copy or otherwise store any Materials.
3.3
If Tradefinder, in its sole discretion and without
notice, considers that there is an immediate security or operational risk to
the Services or any of its, your or a third party system, then Tradefinder may
immediately suspend access to or use of the Services. The suspension of use and access is not a
breach of this Agreement. You acknowledge that the preservation of security,
confidentiality and data is paramount.
Tradefinder has no liability to you for suspending the Services under
this provision.
3.4
This section does not apply to Content; however you
agree that any ideas, suggestions, concepts, processes or techniques which you
provide to Tradefinder related to the Services, the Site or Tradefinder or its
business (“Feedback”) are and will
be Tradefinder’s exclusive property without any compensation or other consideration
payable to you by Tradefinder, and you do so of your own free will and
volition. Tradefinder may or may not, in
its sole discretion, use or incorporate the Feedback in whatever form or
derivative Tradefinder may decide into the Site, the Services, its software,
documentation, business or other products or services, or any future versions
or derivatives of the foregoing. You
hereby assign all rights on a worldwide basis in perpetuity to Tradefinder in
any Feedback and, as applicable, waive any moral rights.
3.5
For the purposes of this Agreement and the Privacy
Statement, “personal information” is
any information about an identifiable individual, as defined in our Privacy
Statement.
3.6
Tradefinder
retains the right to use or share any Aggregated Data generated by anyone using
the Site or the Services, including our users, for any purpose including
developing, enhancing and providing the Services and Tradefinder’s other
current and future products and services.
“Aggregated Data” means data
that does not contain personal information and which has been manipulated or
combined to provide generalized, anonymous information.
4.
Your Profile Information and Account
4.2
Your right to access and use the Services is personal
to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any
third party. You are solely responsible
for all activities that occur under your Account or under your Profile
Information. If you become aware of any
unauthorized use of your Account or Profile Information, you are responsible
for notifying Tradefinder immediately.
It is your responsibility to update or change your Account or Profile
Information, as appropriate.
4.3
In the case of any newsletter or other marketing initiatives,
you can withdraw your consent to receiving those communications and unsubscribe
to any Tradefinder subscriptions at any time by clicking “Unsubscribe” at the
bottom of such communication or by contacting [email protected] Doing so may have a material impact on our
ability to provide Services to you, and we are not responsible if you do so.
5.1
The Site and the Services available thereon enable you
to provide or upload content, including but not limited to messages, text,
images, graphics and other information or content (collectively, “Content”), to Tradefinder for the
purpose of providing the Services. You
acknowledge and agree that you are solely responsible for all Content you
submit, provide or upload and the consequences for submitting, providing or
uploading it.
5.2
Tradefinder
will use Content you upload solely in connection with providing the Services to
you, and for no other reason. You agree
that by uploading, or otherwise providing any Content on or through the Site
and/or the Services, you grant to Tradefinder a perpetual, worldwide,
non-exclusive, royalty-free license to use, reproduce, process, display, all or
any portion of such Content, solely in connection with providing the Services
to you. This license includes the right
to host, index, cache or otherwise format your Content in order to provide the
Services.
5.3
You represent and warrant that you own your Content or
have the necessary licenses, rights, consents and permissions to grant the license
set forth herein and that its provision to Tradefinder or Tradefinder’s use
thereof will not violate the copyrights, privacy rights, publicity rights,
trademark rights, contract rights or any other intellectual property rights or
other rights of any person or entity.
5.4
You agree that Tradefinder is not responsible for any
violations of any third party intellectual property rights in any Content that
you submit to Tradefinder. You agree to
pay all royalties, fees and any other monies owing to any person by reason of
the Content uploaded, displayed or otherwise provided by you to the Site.
6.
Monitoring
Tradefinder
may, but has no obligation to, monitor Content on the Site. You consent to such monitoring. We may disclose any information necessary or
appropriate to satisfy our legal obligations, protect Tradefinder or its
customers, or operate the Site or Services properly, or improve the Site or
Services. Tradefinder, in its sole
discretion, may refuse to post, remove, or require you to remove, any Content,
in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or
in violation of this Agreement, including, but not limited to the Privacy
Statement.
7.
Acceptable Use and Conduct:
You
agree that you will not publish or make available any Content that, or use the Site or Services in a
manner that:
(a)
infringes,
violates or misappropriates any third party’s intellectual property or
proprietary rights;
(a)
contains
software viruses, Trojan horses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer
software or hardware or telecommunications equipment;
(b)
is
misleading, deceptive or fraudulent or otherwise illegal or promotes illegal
activities, including engaging in phishing or otherwise obtaining financial or
other personal information in a misleading manner or for fraudulent or
misleading purposes;
(c)
is
libelous or defamatory, or that is otherwise threatening, abusive, violent,
harassing, malicious or harmful to any person or entity, or is invasive of
another’s privacy;
(d)
is
harmful to minors in any way;
(e)
is
hateful or discriminatory based on race, color, sex, religion, nationality,
ethnic or national origin, marital status, disability, sexual orientation or
age or is otherwise objectionable, as reasonably determined by Tradefinder;
(f)
impersonates
a Tradefinder employee, or any other person, or falsely states or otherwise
misrepresents your affiliation with any person or entity, or to obtain access
to the Site or Services or a portion thereof without proper authorization;
(g)
interferes
or attempts to interfere with the proper working of the Site or Services or
prevents others from using the Site or Services, or that otherwise negatively
affects other persons’ ability to use the Site or Services;
(h)
uses
any manual or automated means, including agents, robots, scripts, or spiders,
to monitor or copy the Site or Services or the content contained therein;
(i)
facilitates
the unlawful distribution of copyrighted Content;
(j)
except
as expressly permitted by Tradefinder, licenses, sublicenses, rents or leases
the Services to third parties, or uses the Services for third party training,
commercial time-sharing or service bureau use;
(k)
includes
personal or identifying information about another person in a manner that employs
misleading email or IP addresses, or forged headers or otherwise manipulated
identifiers in order to disguise the origin of Content transmitted through the
Site or Services to users;
(l)
constitutes
or contains any form of advertising or solicitation to users who have requested
not to be contacted about other services, products or commercial interests;
(m)
stalks
or otherwise harasses anyone on the Site or using the Services or with
information obtained from the Site or Services;
(n)
collects,
uses or discloses data, including personal information, about users without
their informed consent or for unlawful purposes or in violation of applicable
law or regulations;
(o)
requests,
solicits or otherwise obtains access to usernames, passwords or other
authentication credentials from any user of the Site or Services for the
purposes of automating logins to the Site;
(p)
attempts
to gain unauthorized access to the computer systems of Tradefinder or engage in
any activity that disrupts, diminishes the quality of, interferes with the
performance of, or impairs the functionality of the Site or Services;
(q)
posts
adult or pornographic Content;
(r)
decompiles
or reverse engineers or attempts to access the source code of the software
underlying the Site, the Services or any other Tradefinder technology;
(s)
copies,
archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates
derivate works from, displays, performs, publishes, distributes, redistributes
or disseminates all or any part of the Site or Services;
(t)
accesses
the Site or Services for the purposes of building a product using similar
ideas, features, functions, interface or graphics as those found in the Site or
Services;
(u)
accesses
the Site or Services for the purposes of monitoring its availability,
performance or functionality, or for any other benchmarking or competitive
purposes; or
(v)
accesses
the Site to upload any Content or computer code for the purposes of: (i)
causing a breach or override of security to the Site or Services; (ii)
interfering with the proper working, functionality or performance of the Site
or Services; or (iii) preventing others from accessing or using the Site or
Services.
8.1
YOUR
USE OF THE SITE OR SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE
SITE OR SERVICES, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD
PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS.
TRADEFINDER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR
CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS,
PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE AND
NON-INFRINGEMENT.
8.2
TRADEFINDER
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING: (A) THE VALIDITY,
ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR
CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE AND/OR SERVICES;
OR (B) THE TRADE WORK OR ANY OTHER THIRD PARTY PRODUCTS OR SERVICES OFFERED OR
DISPLAYED ON THE SITE AND/OR SERVICES.
TRADEFINDER DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY
UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE
AND/OR SERVICES AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.
8.3
TRADEFINDER
DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES OR ANY CONTENT, INCLUDING
WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR
REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS
WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME TRADEFINDER
MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF
TIME WITHOUT NOTICE TO YOU. YOUR
ACCESS AND USE OF THE SITE AND THE SERVICES MAY BE INTERRUPTED FROM TIME TO
TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION
OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES
OR OTHER ACTIONS THAT TRADEFINDER, IN ITS SOLE DISCRETION, MAY ELECT TO
TAKE. TRADEFINDER MAKES NO GUARANTEE
REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS
WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON
THE SITE OR SERVICES; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR
CONTENT WITH THE SITE OR SERVICES.
8.4
TRADEFINDER IS NOT RESPONSIBLE FOR THE ACTS OR
OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT,
SERVICE, NETWORK, SOFTWARE OR
HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING
SERVICES UTILIZED BY TRADEFINDER, TELECOMMUNICATIONS PROVIDERS, CONTENT
PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY
TRADEFINDER.
8.5
You are solely responsible for ensuring that Your
CONTENT is compatible with THE SITE AND SERVICES. Tradefinder disclaims any liability or
responsibility for any unauthorized use of Your CONTENT by third parties or
OTHER Users of THE SITE AND SERVICES and is not responsible for protecting Your
CONTENT.
8.6
ANY
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR
SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
8.7
NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
TRADEFINDER OR THROUGH OR FROM THE SITE OR SERVICES WILL CREATE ANY WARRANTY
NOT EXPRESSLY STATED IN THIS AGREEMENT.
8.8
THE SITE AND SERVICES ARE offered and controlled by
Tradefinder from its facilities in Canada.
Tradefinder makes no representations that THE SITE OR SERVICES ARE
appropriate or available for use in other locations. Those who access or use
THE SITE OR SERVICES from other jurisdictions do so at their own volition and
are responsible for compliance with local law.
9.
Third Party Sites and Content
The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Tradefinder’s control, and you acknowledge that Tradefinder is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Tradefinder or any association with its operators. You further acknowledge and agree that Tradefinder will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is sole