SPAAH Terms of Use

 
 

Dated:  March , 2018

The following terms of use and end user license agreement (the “Terms of Use”) constitute an agreement between you, or if you are under the age of majority in your local jurisdiction, your parent or legal guardian (collectively, "user", “you” or "your") and Spaah Solutions Inc. and its affiliates and subsidiaries (collectively, “Spaah”, "our", “us” or “we”).  These Terms of Use govern your use of and access to the Site, Software and/or Services (each as specified below). 

For the purposes of these Terms of Use:

“Services” means all services made available by Spaah, including but not limited to services accessed through the Software or the Site; 

"Service Provider" means a third party that offers its services for booking through the Site or Software;

“Site” means this site, www.spaah.ca and all its related webpages and sites (including without limitation any mobile optimized website); and

"Software" means all digital content, applications and software distributed or otherwise made available by Spaah, including, but not limited to mobile applications, downloadable/installable software, video, audio, animations, images or digital media products for mobile platforms, personal computers and web-based applications and content accessed by means of a browser within an application or other online communication method, and also includes all updates, upgrades, patches or other improvements as well as any and all documents, files, digital or other online materials or documentation and any and all copies of all such digital media content and software programs and materials, if any.

ACCEPTANCE OF TERMS AND REVISIONS

You should carefully review these Terms of Use and, if you do not agree with them, you are not permitted to access or use the Site, Software and/or Services and you should exit the Site, cease using the Site, Software and/or Services immediately and, if you have downloaded or installed any of the Software on to your devices, uninstall the Software from such devices immediately.

By accessing the Site, submitting information to us or downloading, installing or using any of our Software or Services you accept these Terms of Use. If you do not accept these Terms of Use you must not submit information to or register an account with us, access the Site or download, install or use any of the Software or Services.

We reserve the right, acting in our sole discretion and at any time, to revise these Terms of Use, including the Privacy Policy (defined below). We will give you notice of such revisions by posting the revisions to the Site. It is your responsibility to ensure that you are aware of the current Terms of Use when you access or use the Site, Software and/or Services. If you or a Permitted Minor (defined below) continue to access or use any of the Site, Software and/or Services after any revisions to these Terms of Use are posted you and/or the Permitted Minor will be deemed to have accepted those revisions.  All Service Providers using the Site, Software or Services agree to comply with these Terms of Use, including the Privacy Policy and shall comply with all applicable privacy laws in respect of any Personal Information (as defined in the Privacy Policy) which they obtain through the Site, Software or Services.

Parents and Legal Guardians of Minors/Permitted Minors

If you are under the age of majority in your local jurisdiction and your parent or legal guardian has not accepted these Terms of Use, you are not permitted to access or use the Site, Software and/or Services and you must exit the Site, cease using the Site, Software and/or Services immediately until your parent or legal guardian has accepted these Terms of Use. 

Spaah requires that all users of the Site, Software and/or Services adhere to these Terms of Use.  Please note that all persons who are under the age of majority in their local jurisdiction must have their parent or legal guardian accept these Terms of Use on their behalf and take full responsibility for compliance with these Terms of Use by all persons who access or use the Site, Software and/or Services and for whom they are legally responsible.

By accessing or using the Site, Software and/or Services and/or permitting access to the Site, Software and/or Services by a person below the age of majority in your local jurisdiction (each a “Permitted Minor”), and/or by clicking a box or button, or allowing a Permitted Minor to click a box or button, that states that you accept or agree to these Terms of Use, you confirm your acknowledgment and acceptance of these Terms of Use and you hereby guarantee that such Permitted Minor shall adhere to these Terms of Use.

If you are a Permitted Minor or otherwise under the age of majority in your local jurisdiction, you represent and warrant that your parent or legal guardian has accepted these Terms of Use and has guaranteed your adherence to these Terms of Use.

Consideration

For avoidance of doubt, you acknowledge that your acceptance of these Terms of Use is supported by good and valuable consideration including, but not limited to, the limited license granted in these Terms of Use, and you hereby acknowledge the receipt and sufficiency of such consideration.

Hardware, Software and Connectivity

You are responsible for providing all equipment and software, including maintaining an account with any social networking service through which you may connect to the Site and/or the associated products and services, necessary to connect to the Site and access the associated products and services, and you are responsible for any fees, including internet connection, mobile data services and similar third party fees that you incur when accessing the Site.

Beta Accounts

You acknowledge that we may, but are not obligated to, offer certain accounts on a trial, guest, beta and/or promotional basis (a "Beta Account").  You further acknowledge and agree that we may limit the number and usage of such accounts in our sole and absolute discretion.  If you have acquired a Beta Account, you agree that we may solicit your feedback concerning your use of the Site, Software and/or Services and your user experience.  Beta Accounts may have limited access to the Site, Software and/or Services.  In order to obtain full access to the Site, Software and/or Services, you may be required to purchase and/or subscribe to certain Software and/or Services.

Suggestions and Feedback

You agree that any and all creative ideas, concepts, notes, drawings, suggestions, feedback or other information that you may provide to Spaah, whether solicited or unsolicited, as a Beta Account holder or otherwise, ("Feedback") will be owned by Spaah, without providing compensation to you or any other person and without any liability whatsoever, including all intellectual property rights therein and you hereby irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to Spaah and waive any and all associated moral rights you may have therein.  Upon request from Spaah and at Spaah's expense, you will fully cooperate and assist with, execute and deliver all further documents to enable Spaah to document, acquire, apply for, prosecute, perfect or enforce any intellectual property rights in the Feedback.  If for any reason Spaah is unable to secure any necessary documentation from you to effect the foregoing further assurances, then you irrevocably designate and appoint Spaah and its duly authorized officers and agents as agent and attorney in fact, to act for and on your behalf for the purpose of documenting, acquiring, applying for, prosecuting, perfecting or enforcing such intellectual property rights in the Feedback.

Data Collection and Ownership

Spaah may collect data which is anonymous and associated with your computer, mobile device, and/or media system platform and which includes, but is not limited to, your city, actions you take within and outside the Software and Services, your hardware/software/firmware, the browser you use, the identity of other apps, programs or software included on your device or platform, the date and time of your use of the Software and Services, your in-media time, activities, purchases, scores and achievements, and the URLs you visited and/or apps you used before and after using the Software and/or Services ("Usage Data").  You agree that your contribution to the Usage Data will be owned by Spaah without providing compensation to you or any other person and without any liability whatsoever.

Laws and Regulations

Your access to and use of the Site, Software and/or Services is subject to all applicable international, federal, provincial, state and local laws and regulations.

INTELLECTUAL PROPERTY RIGHTS

The trade-marks, logos, signs, symbols, images and brands (“Marks”) displayed on the Site are the property of Spaah and/or our Service Providers, partners and third party licensors. You are prohibited from using any Marks for any purpose including, but not limited to, use as metatags on other pages or sites on the Internet without the written permission of Spaah or such third party which may own the Marks, which permission may be withheld in the sole discretion of the owner of the relevant Marks. All information and content available on or through the Site, Software and/or Services (“Content”) is protected by copyright and/or other intellectual property laws. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content for commercial and/or public purposes.

Violation of Third Party Rights

You represent and warrant that all materials of any kind that are uploaded to or transmitted through the Site, Software and/or Services will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret, copyright, trade-mark, trade dress, patent, privacy, confidentiality or other personal or proprietary rights of any such third parties.  You further represent and warrant that your use of any user names attached to your account will not violate or infringe upon the trade-mark, trade dress or other proprietary rights of any third party.  Without limiting any other rights and remedies of Spaah, Spaah may suspend the operation and use of any user names where it determines, acting reasonably but in its sole and absolute discretion, that the continued use of the user name will infringe on the proprietary rights of any third party.  Spaah may terminate the privileges of any user who utilizes the Site, Software and/or Services to unlawfully publish, transmit, link or otherwise provide access to copyrighted material without a valid license, the express consent of the copyright owner or a fair dealing or fair use exemption (or equivalent under applicable law) and the user shall have the burden of establishing the same to the satisfaction of Spaah, in its sole discretion.

Alleged Copyright Infringement Policy

It is Spaah’s policy to respond to notices of alleged copyright infringement that are made in compliance with the United States Digital Millennium Copyright Act of 1998 (the “DMCA”).  If you wish to provide notice of alleged copyright infringement, you must provide the necessary information in the form required by 17 U.S.C. Section 512 (c) and in accordance with the provisions set out below.  Spaah may, in its sole and absolute discretion, terminate or suspend access to the Site, Software and/or Services or any portion thereof, and/or cancel the Account of any user who repeatedly infringes or who is repeatedly alleged to have infringed the copyright or other intellectual property rights of third parties.  Spaah accommodates and does not interfere with standard digital rights management and other technical measures employed by copyright owners to protect their proprietary materials.

Spaah requires all notices of alleged copyright infringement (a “Copyright Notice”) to be in writing and delivered via regular mail, e-mail or fax to Spaah or its agent in order to enable us to review and respond to your complaint as efficiently as possible while maintaining compliance with applicable laws. If you are providing a Copyright Notice under the DMCA, you must provide the detailed information outlined below. You should also be aware that, under the DMCA, you could be held liable for damages (including any costs and attorney’s fees) if you materially misrepresent that material or activity is infringing your copyright.  If you are not certain whether the material or activity about which you are complaining infringes your copyright, you should obtain competent legal advice.  If you are not subject to the laws of the United States or the infringing content is not hosted in the United States, the DMCA may not apply.  If you are not certain whether the DMCA applies, you should obtain competent legal advice.  The full text of the DMCA is available from the United States Copyright Office website at: http://www.copyright.gov.

Step 1: Create a written Copyright Infringement Notice document using this format.

Copyright Infringement Notice

Section 1: Identify your original work.  Identify the copyrighted work that you claim is being infringed. In the case of online content, include the website URL where an authorized copy of your copyrighted content is located. If the copyrighted work is not available online, include a hard copy of the work and proof of the existence and your ownership of the copyright in the work (e.g. your copyright registration).

Section 2: Identify the infringing content. Identify the website URL where a copy of the allegedly infringing material is located. Provide the individual URL(s) of each relevant web page and if necessary the location of the text or content.

Section 3: Your Direct Contact Information

Name:____________________________________

Address:____________________________________

Phone Number:____________________________________

E-Mail:____________________________________

Section 4: Include the following statement:

“I have a good faith belief that use of the copyrighted materials described above in Section 1 on the web pages identified above in Section 2 is not authorized by the copyright owner, its agents, or the law and therefore infringes the copyright owner’s rights. I hereby request that you forthwith remove or disable access to the identified copyrighted materials on the identified web pages.”

Section 5: Include the following statement: 

“I certify, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive intellectual property right that is allegedly being infringed.”

Section 6: Sign & Date

Name:____________________________________

Signature:__________________________________

Date:___________________________

Step 2: Mail, e-mail or fax the written Copyright Notice document to us.

Please note that the document must be dated and signed with your physical or electronic signature.  

By Mail:

Spaah Solutions Inc.
Attn:  

C/O LAWSON LUNDELL LLP

1600 – 925 West Georgia Street
Vancouver, BC  Canada

V6C 3L2

By Fax:

Spaah Solutions Inc.
Attn:  604-669-1620

By E-Mail:

support@spaah.ca

Spaah will comply with applicable copyright law by forwarding the notice to the user(s) and then inform the copyright owner once this has been done, and in addition Spaah may, acting in its sole discretion, notify a user, including any Service Provider, that it has removed or disabled access to allegedly infringing material by means of: (a) a general notice on the Site; (b) an e-mail to a user’s e-mail address in Spaah’s records; (c) and/or by written communication to the physical address in Spaah’s records.  Please note that pursuant to applicable copyright law a copy of any Copyright Notice (including your personal information) shall be provided to the user who allegedly provided the infringing content. 

Counter Notice to Restore Removed Content

If you are a user, including any Service Provider, and receive notice that your content is alleged to infringe the copyright or other intellectual property rights of a third party, you may provide a response in writing to Spaah that contains the following:

  • a detailed description of the allegedly infringing material that has been removed or disabled, together with the specific location of the web pages containing the material before it was removed or disabled;
  • the following statement from you: 

“I certify, under penalty of perjury that I have a good faith belief that the materials described herein have been removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled";

  • your full name, physical address and telephone number;
  • the following statement from you:  

“I hereby consent to the jurisdiction of the courts of competent jurisdiction for the judicial district in which the physical address I have provided is located or, if such physical address is located outside of the United States, then I hereby consent to the jurisdiction for any judicial district in which Spaah may be found or, failing that, the judicial district for Seattle, Washington, United States of America, and I will accept service of process from the party who provided the DMCA Copyright Notice of the allegedly infringing material or an agent of such party.”; and

  • your physical or electronic signature and the date of such signature.

LIMITED LICENSE

Grant of Limited License

Subject to your strict compliance with these Terms of Use, Spaah hereby grants you a limited, revocable, non-exclusive, personal, non-transferable license, without the right to sublicense, to access and use the (i) Site, and (ii) Software and/or Services which you have downloaded, installed, purchased or subscribed for, as applicable, only for non-commercial purposes on a single computer, mobile device or media platform unless otherwise specified in the documentation accompanying the Software and/or Services ("License"). You shall not acquire any ownership rights in the Content or in any of the Software, Services or the Site.  Except as expressly permitted under these Terms of Use, you will have no rights to, either directly or indirectly, own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, transmit, modify, adapt, enhance, improve, create any derivative works from the Site, Software and/or Services, disclose any part or feature of the Site, Software and/or Services that Spaah has not publicly disclosed, or to display, distribute, publicly perform or any other way exploit the Site, Software, Services or the Content in whole or in part.  You acknowledge and agree that we may modify, suspend or remove any Content or features of the Site, Software and/or Services at any time and from time to time acting in our sole and absolute discretion. 

License Term

The term of your License commences on the date of your acceptance of these Terms of Use and shall end on the earlier date of your disposal of the Software and/or Services or Spaah’s suspension or cancellation of your Account (defined below).  Your License shall terminate immediately, automatically and without notice if you attempt to circumvent any technical protection measures used in connection with the Site, Software and/or Services or you otherwise breach these Terms of Use.

USER ACCOUNTS

In order to access and use certain features of the Site, Software and/or Services you may be required to register an account (the “Account”) through the Site, Software or Services.  When you register or update an Account, you will be required to provide us with certain personal information, which may include your name, address, telephone number, e-mail address, drivers’ license and certificate and/or payment information. This information will be retained and used by Spaah in accordance with its Privacy Policy (as amended from time to time, the “Privacy Policy”), which is incorporated by reference into and forms part of these Terms of Use.  You agree that all information provided by you will be accurate and complete and that you will promptly update such information if and when it changes.

DESPITE ANY OTHER PROVISION IN THESE TERMS OF USE TO THE CONTRARY, YOU ACKNOWLEDGE AND AGREE THAT YOU DO NOT ACQUIRE ANY OWNERSHIP OR OTHER PROPERTY RIGHT IN YOUR ACCOUNT(S), AS SUCH.

YOU MAY NOT SELL, ASSIGN, TRANSFER, SUBLICENSE, CONVEY OR SHARE WITH ANY OTHER PERSON ANY USER NAMES OR ACCOUNTS REGISTERED BY YOU AND ANY ATTEMPT TO DO SO WILL ENTITLE SPAAH, IN ITS SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE, TO CANCEL OR SUSPEND YOUR ACCOUNT AND, IN SUCH EVENT, YOU WILL NOT BE ENTITLED TO ANY REFUND OF FEES PAID TO SPAAH BY YOU OR TO ANY OTHER DAMAGES IN RESPECT THEREOF.

User Names and Passwords

When you register an Account, you will be required to select a user name, provide a valid e-mail address, grant express consent to Spaah to contact you by way of the e-mail address provided, and select a password which you may change at any time (the “Login Information”).  Your user name may be publicly visible in certain areas of the Site, Software and/or Services.  For this reason, you should avoid choosing a user name that could compromise the security of any of your personal information. We reserve the right to reject and/or remove any user name and to require you to choose a different user name at any time, for any reason and acting in our sole and absolute discretion, including but not limited to a third party claim that the user name violates its rights.  You agree that you will not select or use a user name that is the name of, or makes reference to, another person or entity for the purposes of impersonating that person or entity or for falsely creating the appearance that you are associated with the person or entity. Furthermore, you agree that you will not select or use a user name: (a) in which another person or entity has legal rights unless you have that person or entity’s express permission to do so; or (b) that a reasonable person would consider to be offensive.

You are responsible for protecting the confidentiality of your Account password and elected codes, and for restricting access to your computer, device or media system platform, and you agree to accept responsibility for all activities that occur under your Account.  You are not permitted to share your Account(s) or Login Information or to allow any other person to access to your Account(s).  You agree to notify us immediately if you suspect or become aware of any unauthorized use of your password(s), elected code(s) or your Account(s), or any other security breach involving your Account(s) or the Site, Software and/or Services at support@spaah.ca.  We are not responsible for any unauthorized access of your Account(s) or password(s) even if you have advised us as such.  You are responsible for all activities that occur under your Account(s), including but not limited to purchases, whether or not such activities have been authorized by you.

Accessing Your Account(s)

Each time that you and/or a Permitted Minor log into and access an Account, you represent and warrant that:

  • you are the person who registered the Account or are a Permitted Minor of such person;
  • all of the personal information registered in connection with the Account is current, complete and accurate;
  • you and/or the Permitted Minor are accessing the Site and using the Software and/or Services solely for lawful purposes and in strict compliance with these Terms of Use;
  • you and/or any Permitted Minor are accessing the Site, Software and/or Services solely for your own personal, non-commercial purposes;
  • you are not, and are not acting on behalf of, any competitor or prospective competitor of Spaah or its affiliates or subsidiaries;
  • you and/or any Permitted Minor are not accessing the Site, Software and/or Services for the purposes of any dispute or litigation involving Spaah or its affiliates or subsidiaries;
  • you and/or any Permitted Minor are not accessing the Site, Software and/or Services for any illegal purpose or to advertise, solicit or communicate with other users for any commercial purpose, and
  • you and/or any Permitted Minor will logoff and exit the Account at the end of each session.

Unauthorized Access to Password Protected/Secure Areas

Access to and use of password protected and/or secure areas of the Site, Software and/or Services is restricted to authorized users only. Unauthorized individuals attempting to access the Site and/or these areas of the Site, Software and/or Services may be subject to criminal or civil prosecution or both.

INFORMATION COLLECTION AND USE

Privacy

By accessing or using the Site, Software and/or Services and/or permitting access to the Site, Software and/or Services by a Permitted Minor, or otherwise accepting or agreeing to these Terms of Use, you fully and completely agree to the terms and conditions of Spaah’s Privacy Policy and to any terms and conditions incorporated therein by reference.  Spaah’s Privacy Policy sets out how, why and to what extent Spaah collects and uses your personal and non-personal information in connection with your access to or use of the Site, Software and/or Services.  Spaah’s Privacy Policy, as amended from time to time, is available at https://www.spaah.ca/app-privacy-policy.

Transmission of Personal Data

You acknowledge and agree that by providing Spaah with any personal or proprietary user information through the Site, Software and/or Services you consent to the transmission of such personal or proprietary user information over international borders as may be necessary for processing in accordance with Spaah’s standard business practices. You should be aware that Linked Sites (defined below) and any third party services which you may use to access the Software and/or Services may contain transmission of personal data provisions and be subject to privacy policies that differ from Spaah's Privacy Policy. Spaah is not responsible for the policies of, or for the storage, handling or transmission practices or treatment of your personal information by Linked Sites and expressly disclaims any and all liability related thereto.

Use of “Cookies”

Spaah reserves the right to store information on a user’s computer in the form of a “cookie” or similar file for purposes of modifying the Site and the user's experience to reflect users’ preferences. The Privacy Policy provides additional information regarding Spaah’s use of cookies as well as procedures for disabling cookies.

User Generated Content

Spaah is under no obligation to review any material whatsoever including but not limited to messages, information, images, video, audio or other user generated content posted in any public or private area within the Site or through the Software and/or Services (“UGC”) by you or any other users and assumes no responsibility or liability relating to any such UGC. Notwithstanding the above, Spaah may from time to time monitor, and/or engage a third party to monitor, the UGC and it shall be a material violation of these Terms of Use for you and/or any Permitted Minor to post or attempt to post any UGC that contain or represent, as determined by Spaah acting in its sole discretion:

  • any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, discriminatory (based on race, sex, religion, nationality, disability, sexual orientation or age) or otherwise objectionable material of any kind, including, but not limited to, any material which (i) is criminal or which encourages conduct that would constitute a criminal offence, (ii) gives rise to civil liability, (iii) constitutes an invasion of privacy, (iv) otherwise violates any applicable local, state, provincial, national or international law or (v) otherwise harms or can reasonably be expected to create a significant risk of harm to any person or entity;
  • advertisements, solicitations or commercial messages or materials of any kind (whether for profit or not);
  • messages posted by users impersonating others;
  • personal information such as messages which state phone numbers, government issued identification numbers, account numbers, addresses, or employer references;
  • unauthorized messages purporting to be issued by employees or agents of Spaah, its affiliates or subsidiaries and purporting to speak on behalf of Spaah it affiliates or subsidiaries or containing confidential information or expressing opinions concerning Spaah, its affiliates or subsidiaries;
  • messages or materials that offer or encourage unauthorized downloads of any copyrighted or private information or which otherwise infringe or violate any right of a third party including, but not limited to, intellectual property rights, privacy rights, contractual rights, and confidentiality rights;
  • message or materials which are antisocial, disruptive or destructive, including “flaming”, “spamming”, “flooding”, “trolling”, “griefing” and “phishing” as those terms are commonly understood and used in relation to the Internet;
  • messages or materials which in any way transmit any file that contains a virus, corrupted data, Trojan horse, keystroke logger, worm, time bomb, or other programming routines which are capable of tampering with, impairing, damaging, surreptitiously intercepting or mining, scraping or expropriating any system, data or personal information from the Site, Software and/or Service or any Linked Site or connected network, and/or which disrupts the use and enjoyment of any of the Site, Software and/or Services or any Linked Site or connected network by any person or entity; or
  • multiple messages by the same user restating the same point.

In exchange for your access to and use of the Site, Software and/or Services, and to the extent that your UGC gives rise to any copyright or other intellectual property right, you hereby grant Spaah an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to exploit your UGC in any way and for any purpose in connection with the Site, Software and/or Services, including the right to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your UGC without notice or compensation to you of any kind for the whole duration of protection granted applicable intellectual property rights under applicable laws and international conventions. You hereby waive any moral rights of attribution, integrity or association with respect to the use and enjoyment of any and all assets, arising from or connected with such rights, by you and other users in connection with the Site, Software and/or Services under applicable law. The license granted to Spaah hereunder and the above waiver of moral rights will survive any termination of these Terms of Use.

E-COMMERCE TRANSACTIONS

When you sign up for a recurring subscription, membership or other ongoing Software and/or Services, you have the right to cancel the recurring arrangement in writing within seven (7) calendar days after you first entered into the recurring arrangement and you will receive a full refund of any fees paid within thirty (30) days.  However, if you access, download, install or use the Software and/or Services related to the recurring arrangement, you lose your right to withdraw from or cancel the recurring arrangement and your fees are non-refundable.  The period for any auto-renewal or recurring arrangement will be the same as the period you originally ordered unless otherwise disclosed to you at the time of purchase.  The charges made in connection with any auto-renewal or recurring arrangements will also be at the same rates as were in effect at the time of your original order unless Spaah gives you prior notice of any change to such charges before such charges are made for any subsequent renewal period.  If you cancel an auto-renewal or recurring arrangement after the seven (7) day cancellation period or after you have accessed, downloaded, installed or used the Software and/or Services you ordered, you will not be entitled to a refund and the cancellation will be effective at the end of the then current recurring period unless you request an earlier termination date in writing.  Cancellation requests must be submitted by email to Spaah at: support@spaah.ca

WARRANTIES AND LIMITATION OF LIABILITY

No Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ALL CONTENT, PRODUCT AND SERVICES ON OR THROUGH THE SITE, SOFTWARE AND/OR SERVICES OR OBTAINED FROM A WEB SITE TO WHICH THE SITE IS LINKED (A “LINKED SITE”), ARE PROVIDED TO YOU “AS IS” AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. SPAAH DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH THE SITE, SOFTWARE, SERVICES OR A LINKED SITE BY ANY PARTY OTHER THAN SPAAH, OR THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. EXCEPT AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE WILL SPAAH BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR A LINKED SITE, OR A USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT. SOME JURISDICTIONS MAY NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES AND THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT DISCLAIMED.

Limitation of Liability for Use of the Site, Software and Linked Sites

THE INFORMATION, SOFTWARE, SERVICES, PRODUCTS AND DESCRIPTIONS OF SOFTWARE AND/OR SERVICES PUBLISHED ON THE SITE OR A LINKED SITE, OR INCLUDED IN THE SOFTWARE OR SERVICES, MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SPAAH SPECIFICALLY DISCLAIMS ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION ON THE SITE OR LINKED SITES OR CONTAINED IN THE SOFTWARE OR SERVICES. SPAAH MAY MAKE IMPROVEMENTS OR CHANGES TO THE SITE, SOFTWARE AND/OR SERVICES AT ANY TIME. 

YOU AGREE THAT SPAAH, ITS AFFILIATES AND SUBSIDIARIES AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, EQUITY OR UNDER ANY OTHER LEGAL THEORY, FOR ANY PERSONAL INJURY, LOSS, ACCIDENT OR DEATH OR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, SOFTWARE, SERVICES OR A LINKED SITE, OR FOR ANY DELAY OR INABILITY TO USE THE SITE, SOFTWARE, SERVICES OR A LINKED SITE, EVEN IF SPAAH IS MADE AWARE OF THE POSSIBILITY OF SUCH INJURY, LOSS, ACCIDENT, DEATH OR DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES, MALWARE OR MALICIOUS SOFTWARE WHICH MAY INFECT A USER’S EQUIPMENT OR DEVICES, FAILURE OF THE SOFTWARE AND/OR SERVICES TO BE COMPATIBLE WITH YOUR HARDWARE OR SOFTWARE, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION OR INTERCONNECT LINES OR FIBER, OR OTHER CONNECTIVITY PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, LOSS OF DATA, OPERATOR ERRORS, STRIKES OR OTHER LABOUR PROBLEMS OR ANY FORCE MAJEURE EVENT. SPAAH CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR FREE OR SECURE ACCESS TO THE SITE, SOFTWARE OR SERVICES.  WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL SPAAH BE LIABLE TO YOU FOR ANY AMOUNT THAT EXCEEDS THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO SPAAH.

APPLICABLE LAWS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, EVEN IF THIS IS THE CASE, IN NO EVENT SHALL THE TOTAL LIABILITY OF SPAAH FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING LEGAL FEES) WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR UNDER ANY OTHER LEGAL THEORY, RELATED TO YOUR USE OF, OR THE INABILITY TO USE, THE SITE, SOFTWARE AND/OR SERVICES EXCEED THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO SPAAH.

Limitation of Liability for Services Arranged Through the Site

YOU AGREE THAT SPAAH IS A MERE REPRESENTATIVE FOR THE SERVICE PROVIDERS, SUPPLIERS AND ADVERTISERS OF THIRD PARTY GOODS AND SERVICES ADVERTISED ON OR AVAILABLE THROUGH THE SITE, SOFTWARE AND/OR SERVICES AND SPAAH DOES NOT ENDORSE OR CONTROL ANY SUCH SERVICE PROVIDERS, THIRD PARTY SUPPLIERS, ADVERTISERS OR SUCH THIRD PARTY GOODS OR SERVICES. ANY AND ALL CLAIMS REGARDING ANY FAILURE, BREACH, LOSS OR INJURY WITH RESPECT TO THE THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SITE ARE LIMITED TO CLAIMS AGAINST ANY AND ALL SUCH SERVICE PROVIDERS, THIRD PARTY SUPPLIERS AND ADVERTISERS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SPAAH HEREBY DISCLAIMS ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, EQUITY OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN CONNECTION WITH THE GOODS OR SERVICES PROVIDED BY ANY ADVERTISER, CARRIER, SERVICE PROVIDER OR OTHER SUPPLIER THROUGH THE SITE, SOFTWARE AND/OR SERVICES, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY ACT, ERROR, OMISSION, INJURY, LOSS, ACCIDENT, DELAY OR IRREGULARITY WHICH MAY BE INCURRED THROUGH THE FAULT, NEGLIGENT OR OTHERWISE, OF SUCH ADVERTISER, CARRIER, SERVICE PROVIDER OR SUPPLIER AND YOU HEREBY IRREVOCABLY WAIVE, RELEASE, AGREE NOT TO SUE, AND FOREVER DISCHARGE SPAAH FROM ANY LIABILITY WITH RESPECT TO THE SAME.  WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL SPAAH BE LIABLE TO YOU FOR ANY AMOUNT THAT EXCEEDS THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO SPAAH.

APPLICABLE LAWS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, EVEN IF THIS IS THE CASE, IN NO EVENT SHALL THE TOTAL LIABILITY OF SPAAH FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING LEGAL FEES) WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), IN EQUITY OR UNDER ANY OTHER LEGAL CAUSE OF ACTION, RELATED TO YOUR USE OF, OR THE INABILITY TO USE THE SITE, SOFTWARE AND/OR SERVICES EXCEED THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO SPAAH.

LINKED SITES AND THIRD PARTY SERVICES

Linked Sites

Spaah prohibits caching, unauthorized hypertext links to the Site and the framing of any Content available through the Site. Spaah reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the Content available on any other Internet sites linked to the Site. Access to any Linked Sites is at your own risk. You should be aware that Linked Sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from the those provided on the Site. Spaah is not responsible for the policies, practices, condition and operation of any Linked Sites, and expressly disclaims any and all responsibility and liability to you if you access or use a Linked Site.

Services not Controlled by Spaah

Some of the Software and/or Services may be accessible, or give you the ability to use such Software and/or Services, on or through a website, service or device not controlled by Spaah.  For example, you may download, install or access the Software and/or Services through a mobile or web-based online market place or have the option to use the Software and/or Services online on servers not owned or controlled by Spaah, or Spaah may make the Software and/or Services available through servers that are not owned or controlled by Spaah.  Spaah takes no responsibility for your access to or use of the Software and/or Services through or on any third party device or service not controlled by Spaah and otherwise has no control over how such services are offered, administered or operated.  Any such use of services not controlled by Spaah is at your own risk and may subject you to additional or different terms and conditions imposed by the third party that owns and controls such services.

In-Home Services

You acknowledge and agree that there is inherent risk in participating in in-home services, both for a Service Provider providing attending at the home of a user or a user attending at the home of a Service Provider, you choose to assume those risks voluntarily. For example, some carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those in-home services. You assume full responsibility for the choices you make before, during and after your participation and booking of in-home services. If you are bringing a minor as an additional guest, you are solely responsible for the supervision of that minor throughout the duration of your in-home services and to the maximum extent permitted by law, you agree to release and hold harmless Spaah from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during any in-home service, or otherwise, or in any way related to services obtained from a Service Provider.

VIOLATIONS OF TERMS OF USE

You agree and acknowledge that Spaah may, in its sole and absolute discretion and without prior notice to you, terminate or suspend your access to the Site and your use of Spaah’s products and services, or any portion thereof, and/or cancel your Account if Spaah reasonably believes that you and/or a Permitted Minor have failed to strictly comply with these Terms of Use or that the use of the Site by you and/or a Permitted Minor violates the rights of any third party or any applicable laws.  In addition to the foregoing, Spaah reserves the right to pursue all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to the Site.  You agree and acknowledge that monetary damages may not be an adequate remedy for any violation of these Terms of Use by you and, without limiting any of Spaah's other remedies, you hereby consent to, and authorize Spaah to obtain, an injunction or other equitable relief from any court of competent jurisdiction.  You further authorize Spaah to disclose your personally identifiable information where reasonably necessary in connection with the foregoing.

INDEMNIFICATION

YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS SPAAH, ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ADMINISTRATORS AND ASSIGNS (THE "INDEMNIFIED PARTIES")  FROM AND AGAINST ALL LIABILITIES, CLAIMS, ACTIONS, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE INDEMNIFIED PARTIES MAY SUFFER OR INCUR IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RESULTING FROM: (I) YOUR AND/OR A PERMITTED MINOR’S VIOLATION OF ANY OF THESE TERMS OF USE, (II) YOUR AND/OR A PERMITTED MINOR’S USE OR MISUSE OF THE SITE, SOFTWARE AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO YOUR AND/OR A PERMITTED MINOR'S PERSONAL INJURY OR DEATH (III) YOUR AND/OR A PERMITTED MINOR’S USE OR MISUSE OF ANY LINKED SITES (IV) YOUR AND/OR ANY PERMITTED MINOR’S VIOLATION OF ANY LAW OR THIRD PARTY RIGHTS AND/OR (V) YOUR AND/OR YOUR PERMITTED MINOR'S ENGAGEMENT OF, OR USE OF THE SERVICES OF, ANY SERVICE PROVIDER THROUGH THE SITE OR THE SOFTWARE.

WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS SECTION WE RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT.  YOU AGREE NOT TO SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST OBTAINING OUR EXPRESS APPROVAL.

UPDATES AND AMENDMENTS

Updates and Discontinuance of Site, Software or Services

You acknowledge and agree that the Site, Software and Services are under continual development and may include public patches and/or updates, which are generally available to all users, or private patches and/or updates which are available to a smaller number of users for testing and feedback before being made generally available.  You further acknowledge and agree that you may be required to accept public patches and updates to the Site, Software and/or Services from time to time in order to continue to access the Site, Software and/or Services and your related Account(s).  You acknowledge and agree that Spaah may update, modify, patch and/or discontinue any aspect of the Site, Software and/or Services, by remotely installing updates and patches or otherwise, without your consent or approval and with or without prior, or any, notice to you.  

You acknowledge that it may be necessary for you to update or upgrade third party software, hardware and devices from time to time in order to continue to access and use the Site, Software and/or Services and your related Account(s).  Spaah reserves the right to modify or increase the system specifications necessary to access and use the Site, Software and/or Services at any time and without notice and you are responsible for purchasing any necessary additional technology, systems or services in order to continue to access and use the Site, Software, Services and/or your related Account(s) in the event of any change in the system specifications.

Spaah reserves the right, at any time and without notice or liability to you, to update, modify and/or reset certain parameters of the Site, Software and/or Services.

Changes to Spaah

Spaah reserves the right, acting in its sole discretion and with or without prior notice to you, to do any of the following:

  • modify, suspend or terminate operation of, or access to, any portion, features or functions of the Site, Software and/or Services including, but not limited to, hours of availability, geographical availability and applicable policies or terms;
  • make changes to any fees or charges, if any, related to your use of the Site, Software and/or Services;
  • remove links or references to any Service Provider and/or Linked Site from the Site, Software and/or Service or limit the ability of any Service Provider to use or access the Site, Software and/or Services;
  • make changes to the equipment, hardware or software required to use and access the Site, Software and/or Services; and
  • interrupt the Site, Software and /or Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications.

TERMINATION

These Terms of Use, as amended from time to time by Spaah, shall remain effective until terminated by you or Spaah.  You may terminate these Terms of Use by discontinuing use of the Site, Software, Services and your associated Account(s) and destroying all electronic and other copies of all related Software, including related documentation.  Without limiting any other provision of these Terms of Use or the remedies available to Spaah, Spaah may immediately terminate these Terms of Use and/or cancel or suspend your Account(s) and access to the Site, Software and/or Services in its sole and absolute discretion and for any reason including, without limitation, if you or any Permitted Minor violate or otherwise fail to strictly comply with any term or provision of these Terms of Use.  Upon termination of these Terms of Use for any reason, you must cease use of your Account(s), cease accessing the Site, Software and Services and promptly destroy all electronic and other copies of the Software, including all related documentation.

GENERAL

International Use

This Site is operated from, and Spaah is headquartered in, the Province of British Columbia, Canada.  By electing to access this Site, Software and/or Services from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the Site, Software and/or Services is in compliance with all laws applicable within that other jurisdiction.  Spaah makes no representation that materials, products and services available on or through the Site, Software and/or Services are appropriate or available for use in jurisdictions outside of Canada.  You are not permitted to access the Site, Software and/or Services from any jurisdiction in which the Content is illegal and/or accessing the Site, Software and/or Services is illegal.  You may not use, export or re-export any materials from this Site, Software and/or Services in violation of any applicable laws or regulations.

Governing Law

These Terms of Use and your legal relationship with Spaah shall be governed by and construed in accordance with the laws of the Province of British Columbia, together with the federal laws of Canada applicable therein, without regard to its conflicts of laws principles. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. The controlling language of these Terms of Use is English.

Waiver and Severability

The failure of Spaah to enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision.  In the event that any provision of these Terms of Use is held to be invalid or unenforceable by any court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Terms of Use will remain in full force and effect.  All remedies of Spaah hereunder shall be cumulative.

Assignment

You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except with the prior express written consent of Spaah, which consent may be withheld in Spaah’s sole discretion, and any attempted assignment in violation of the foregoing is void.  Spaah may assign any or all of its rights and obligations hereunder to an affiliate, subsidiary or a successor in title to the Site and/or the business and undertaking of Spaah.

Enurement

These Terms of Use shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.

Force Majeure

Spaah will not be liable for, or be considered to be in breach of or default under these Terms of Use on account of, any delay or failure to perform as required by these Terms of Use as a result of events beyond the reasonable control of Spaah, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages, earthquakes, floods, spills, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against.

Notices

Any notices or other communications permitted or required hereunder, including but not limited to modifications to these Terms of Use and/or any policy referred to herein, will be in writing and given by Spaah (i) via email (in each case to the email address provided by you for your Account(s)) or (ii) by posting to the Site.  Notice delivered by email will be deemed to have been received on the date on which such notice is transmitted.

Dispute Resolution

You and Spaah agree that any dispute, claim or controversy arising out of or relating to these Terms of Use, any policy referred to herein, or the breach, termination, enforcement, interpretation or the validity thereof, or the use of the Site, Software, Services or Content (collectively, the “Disputes”) will be settled by binding arbitration, except that each party retains the right to (i) bring an individual action in the British Columbia Provincial Court (Small Claims Division) if the action is within the jurisdiction of that court and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, confidential information or other intellectual property or proprietary rights.  You acknowledge and agree that you and Spaah are each irrevocably waiving the right to a trial by jury and the right to participate as a plaintiff or a class member in any purported class action or similar representative proceeding.  Further, unless you and Spaah expressly agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class or representative proceeding.  This “Dispute Resolution” section shall survive any termination of these Terms of Use.

Any arbitration to be conducted pursuant to this “Dispute Resolution” section shall be conducted before a single arbitrator in accordance with the rules of the British Columbia International Commercial Arbitration Centre for Domestic Disputes.  The venue of the arbitration shall be Vancouver, British Columbia, Canada.

Entire Agreement

These Terms of Use, together with the Privacy Policy and any supplemental terms and conditions referred to below, constitute the entire agreement between the parties concerning the subject-matter hereof and supersede and replace any and all prior oral or written understandings or agreements between you and Spaah regarding the Site, Software, Services and the Content.

Survival

The provisions of these Terms of Use which require or contemplate performance after the expiration or termination of these Terms of Use shall remain enforceable notwithstanding such expiration or termination.

Relationship

The relationship between the parties is that of independent contractors and neither party shall have the authority to bind the other in any way.

SUPPLEMENTAL TERMS

Additional Terms and Conditions for Specific Service Providers

Certain Service Providers may require you to accept terms and conditions or sign / accept additional agreements or waivers that are specific to that Service Provider.  Your relationship with such Service Provider may be subject to your acceptance of those specific terms and your acceptance of the services of such Service Provider will be governed by such additional terms of service, agreements and/or waivers and these Terms of Use.