Last updated: September 13, 2021
Please read these terms and conditions carefully before using Our Service.
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
● Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
● Account means a unique account created for You to access our Service or parts of our Service.
● Buyer refers to the individual making purchases through the Service
● Country refers to: Ontario, Canada
● Company (referred to as either "the Company", "Provider", "We", "Us" or "Our" in this Agreement) refers to GiveRise Inc., 37 Tournament Drive.
● Content refers to content such as text, images, or other information that can be posted,
uploaded, linked to or otherwise made available by You, regardless of the form of that
● Device means any device that can access the Service such as a computer, a cellphone
or a digital tablet.
● Feedback means feedback, innovations or suggestions sent by You regarding the
attributes, performance or features of our Service.
● Free Trial refers to a limited period of time that may be free when purchasing a
● Goods refer to the items offered for sale on the Service.
● Orders mean a request by You to purchase Goods from Us.
● Partner Organization refers to the recipients of donations through the Service.
● Promotions refer to contests, sweepstakes or other promotions offered through the
● Service refers to the Website.
● Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.
● Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
● Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
● Vendor refers to the individual selling on the Service
● Website refers to GiveRise, accessible from http://www.giverise.ca
● You (referred to as either "You", "Customer", or "Client" in this Agreement) means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service. By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
Placing Orders for Goods
By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.
If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.
You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to us is true, correct and complete.
You understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.
Order Cancellation and Refunds
We reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:
● Goods availability
● Errors in the description or prices for Goods
● Errors in Your Order
We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction is suspected. We will not be liable for any delay or non-delivery of Your Order. It is up to the Buyer and Seller to communicate via the Service to resolve any issues or questions pertaining to an Order. All sales are final and We are not liable for any refunds, returns, compensation or damages arising out of or in connection with the Sale.
Availability, Errors and Inaccuracies
We are constantly updating Our offerings of Goods on the Service. The Goods available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Goods on the Service and in Our advertising on other websites.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
The Company reserves the right to revise its prices at any time prior to accepting an Order. The prices quoted may be revised by the Company subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond the control of the Company.
All Goods purchased are subject to a one-time payment. Payment can be made through various payment methods we have available, such as Visa, MasterCard, American Express cards. Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer.
The Service uses Stripe Connect to process payments and remit proceeds from the Order to our Vendors and Partner Organizations. By using the Service, you are entering into an agreement with Stripe in accordance with their terms and conditions. By using the Service, you are agreeing to the Service's fees which include payment processing fees and service fees.
The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription. At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.
You may cancel Your Subscription renewal by contacting the Company. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
The Company charges a Service fee on each transaction to cover development, support and operational costs. The Company may also provide additional features to Vendors and Partner Organizations for a Fee. The Company, in its sole discretion and at any time, may modify these fees and Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period. The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable. Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.
The Company may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time. You may be required to enter Your billing information in order to sign up for the Free Trial.
If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free Trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.
At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
Any Promotions made available through the Service may be governed by rules that are separate from these Terms.
When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Your Right to Post Content
Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms. We do not verify the information provided in posted Content and we do not endorse any specific cause.
You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
The Company is not responsible for the content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account. You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
● Unlawful or promoting unlawful activity.
● Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
● Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
● Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
● Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
● Impersonating any person or entity including the Company and its employees or representatives.
● Violating the privacy of any third person.
● False information and features.
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state. You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.
Intellectual Property Infringement
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person. If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at email@example.com and include in Your notice a detailed description of the alleged infringement. You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.
Procedure for Copyright Infringement Claims
You may submit a notification with the following information in writing:
● An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
● A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
● Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
● Your address, telephone number, and email address.
● A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
● A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
You can contact our copyright agent via email at firstname.lastname@example.org. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Your Feedback to Us
You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall 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 content, goods or services available on or through any such web sites or services. We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service. To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, provincial, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
Severability and Waiver
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. You agree to periodically review the terms and conditions in order to be aware of any such modifications and your continued use shall be your acceptance of these. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
- "Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the Saas Services on Customer's behalf. Each Administrator User must complete training and qualification requirements reasonably required by the Company.
- "Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form], is marked as "confidential or "proprietary.
- "Host" means the computer equipment on which the Software is installed, which is owned and operated by the Company or its subcontractors.
- "Software" means the object code version of any Software to which Customer is provided access as part of the Service, including any updates or new versions.
- "Saas Services" refer to the Company's specific internet-accessible service identified in a Schedule that provides use of the Company's identity/access management Software that is hosted by the Company or its services provider and made available to Customer over a network on a term-use basis.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
The Client hereby agrees to engage the Provider to provide the Client with use of Our Service. The Services will also include any other tasks which the Parties may agree on. The Provider hereby agrees to provide such Services to the Client.
Term of Agreement
The term of this Agreement (the "Term") will begin on the agreed upon date of the Agreement sent to the Client and will remain in full force and effect until the end of the Subscription subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).
The Service is sold as a Software-as-a-Service (SaaS) and requires Clients to have a valid membership subscription.
a) Account cancellation policy: Once a user submits a request for cancellation, no additional charges will be made. However, no refunds are provided upon cancellation. If you cancel before an upcoming renewal date, you will have access to your Account through the end of the term.
b) Cancellation of automatic renewal: Annual subscriptions purchased will renew at the end of the term.
c) Free trial: The Provider offers a free trial version for the Service.
d) Failed renewal & account suspension: If your credit card on file is closed or expired, or if for any reason, a charge is rejected, you will be requested to update your Billing Information and supply a new payment to keep your account active. If a charge is rejected, your access to the Service will be suspended until you update your account information and the payment is successful.
Reimbursement of Expenses
The Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Provider in connection with providing the Services. All expenses must be pre-approved by the Client.
Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Provider has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Provider.
Confidential Information excludes information that:
(i) Is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party,
(ii) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or
(iii) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Saas Agreement and the relationship of the parties, but agrees that the specific terms of this Saas Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Saas Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
a) Client shall provide commercially reasonable information and assistance to the Provider to enable the Provider to deliver the Saas Services. Client acknowledges that the Provider’s ability to deliver the Saas Services in the manner provided in this Saas Agreement may depend upon the accuracy and timeliness of such information and assistance.
b) Client shall comply with all applicable local, state, province, national and foreign laws in connection with its use of the Saas Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Client acknowledges that the Provider exercises no control over the content of the information transmitted by Client through the Saas Services.
c) Client shall not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
d) Client shall be solely responsible for the acts and omissions of its Administrator Users. The Provider shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
e) Subject to the terms and conditions of this SaaS Agreement, Client shall grant to the Provider a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Client Content solely as necessary to provide the Saas Services to Client
i) Notify the Provider immediately of any unauthorized use of any password or user id or any other known or suspected breach of security,
(ii) Report to the Provider immediately and use reasonable efforts to stop any unauthorized use of the Saas services that is known or suspected by the Client, and
(iii) Not provide false identity information to gain access to or use the Saas Services.
Client is solely responsible for collecting, in putting and updating all Client Content stored on the Host, and for ensuring that the Client Content does not
i) Include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or
ii) Contain anything that is obscene, defamatory, harassing, offensive or malicious.
Limitations of the License
a) The Hosted Services may only be used by the officers, employees, agents and subcontractors of the Client,
b) The Hosted Services may only be used by the named users identified,
c) Subject to the limited licenses granted herein, the Provider shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this Saas Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Client agrees to assign all right, title and interest it may have in the foregoing to the Provider.
Limitation on Liabilities
a) Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
b) Neither party's liability under this agreement will not exceed the fees paid by under this agreement during the 12 months preceding the date upon which the related claim arose.
Client shall not permit anyone to:
a) Copy, republish or redistribute any content or material of the Service, Saas Services or Software;
b) Make the Saas Services available to any person other than authorized users;
c) Use or access the Saas Services to provide service bureau, time-sharing or other computer hosting services to third parties;
d) Remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the Saas Services or in the Documentation;
e) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Saas Services, except and only to the extent such activity is expressly permitted by applicable law;
f) Access the SaaS Services or use the Documentation in order to build a similar product or competitive product.
g) Use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or platform or impairment of the availability or accessibility of the Hosted Services.
h) Sub-license its right to access and use the Hosted Services;
i) Conduct or request that any other person conduct any load testing or penetration testing on the platform or Hosted Services without the prior written consent of the Provider.
j) Use the Hosted Services in any way that is unlawful, illegal, fraudulent or harmful.
Ownership of Intellectual Property
All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Provider. The Provider retains all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Provider.
Return of Property
Upon the expiry or termination of this Agreement, the Provider will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
In providing the Services under this Agreement it is expressly agreed that the Provider is acting as an independent contractor and not as an employee. The Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Right of Substitution
Except as otherwise provided in this Agreement, the Provider may, at the Provider's absolute discretion, engage a third party subcontractor to perform some or all of the obligations of the Provider under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Provider hires a subcontractor:
the Provider will pay the subcontractor for its services and the Compensation will remain payable by the Client to the Provider.
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Provider.
Except as otherwise provided in this Agreement, the Provider will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Provider will work autonomously and not at the direction of the Client. However, the Provider will be responsive to the reasonable needs and concerns of the Client.
Except as otherwise provided in this Agreement, the Provider will provide at the Provider’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the addresses listed in their respective Service Agreement or to such other addresses as either Party may from time to time notify the other.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
a) The Provider shall indemnify Client against all losses and expenses arising out of any proceeding brought by a third party and arising out of a claim that the Service infringe the third party's Intellectual Property rights.
b) Before bringing a claim for indemnification, Client shall notify the Provider of the indemnifiable proceeding and deliver to the Provider all legal pleadings and other documents reasonably necessary to indemnity or defend the indemnifiable proceeding.
c) If the Client fails to notify the Provider of the indemnifiable proceeding, the Provider will be relieved of its indemnification obligations.
d) Client’ right to indemnification is the exclusive remedy available with respect to a claim of Indemnification.
a) Client may terminate this agreement for any reason on 30 days' notice to the Provider
b) The Provider may terminate this agreement with immediate effect by delivering notice of the termination to the Client if the Client fails to pay the monthly Subscription Fee on time 3 times over any 12 months period.
d) Client shall immediately pay to the Provider all amounts outstanding as of the date of, and any amounts outstanding as a result of termination.
e) Client shall cease all use of the Service upon the effective date of the termination.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
The Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. The Parties hereto agree that this Agreement shall not become effective until accepted by both Parties.
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The Provider represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the Saas Services will perform substantially in accordance with the Documentation.
The Provider warrants that the Saas Services will perform in all material respects in accordance with the Documentation. The Provider does not guarantee that the Saas Services will be performed error-free or uninterrupted, or that The Provider will correct all Saas Services errors. Client acknowledges that the Provider does not control the transfer of data over communications facilities, including the internet, and that the Saas Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by the Provider (EXPRESS OR IMPLIED) with respect to the subject matter of this Agreement. Neither the Provider nor any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus- free or error-free, nor shall, the Provider or any of its Service Providers be liable for unauthorized alteration, theft or destruction of Client’s or any user's data, files, or programs.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
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