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.

2.                Services

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

4.1             All Tradespeople must sign up for an Account to use the Services.  If you sign up for an Account, you agree that Tradefinder is providing you with one user identification reference that you will use to create a username and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Site and Services in accordance with this Agreement.  You agree and understand that you are responsible for maintaining the confidentiality of your User ID.  That User ID, together with any or other user information you provide, which, if you are a Tradesperson, may include, but is not limited to, your business or company name (if applicable), first and last name, email address, phone number, location, credentials and any specialty tools that you possess and the type of Trade Work that you are qualified to perform, will form your “Profile Information” and allow you to access your Account.  You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information.  You represent and warrant to Tradefinder that you have not misrepresented any Profile Information.  You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Site or Services.

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.                Submission of Content

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.                Disclaimer of Warranties 

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