We may change these Terms or any Service (including the App) from time to time in our sole discretion. Updated Terms may be accessed through the Services. It is your responsibility to check for updated Terms. Your continued use of the Services after we publish updated Terms constitutes your acceptance of such updates. If you do not agree with any such updates, your sole and exclusive remedy is to stop all use of the Services.
At present, our Services are not offered to persons domiciled in Quebec. Consequently, if you are domiciled in Quebec, you cannot use our Services.
We may from time to time make an application (and updates or modifications thereof) available to you to use the Services (the “App”). Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to install and use the App on a compatible device solely for your personal use of the Services.
(a) You acknowledge and agree that:
(i) you will require third party equipment, products, software or services (“Third Party Products”) in order to use the Services or the App;
(ii) Third Party Products are governed by separate terms and conditions and we have no obligation or liability to you in respect thereof, even if provided or made available by us or through the Services; and
(iii) you are solely responsible for procuring Third Party Products at your cost and expense and for compliance with any applicable terms and conditions.
(b) Without limiting the generality of the above, you also acknowledge and agree that:
(i) standard text messaging rates or other carrier charges which apply to SMS messages you send through the App;
(ii) we use Amazon Web Services to facilitate the provision of the Services and Amazon requires you to comply with the AWS Customer Agreement; and
If you elect to send e-mail or electronic messages through the Services or otherwise to recommend or refer others to our Services, you represent and warrant that you have an existing business relationship, an existing non-business relationship, a family relationship or a personal relationship with each Referral and that your transmission of such messages otherwise complies with applicable law.
You must not:
(a) misuse, abuse or otherwise use the Services in a manner that does, that you know, or that a reasonable person would expect, to cause, interruption, interference, disruption, loss, or degradation of the Services, their availability to other users or our operation thereof or which would otherwise impose an unreasonable or disproportionate load on the Services;
(b) interfere, breach or compromise the integrity or security of the Services, including unauthorized access or use of accounts, password, systems, data, or information which you do not have the express right to access or use;
(c) create or use a false, pseudonymous or anonymous identity, impersonate any person, create an account or identity on behalf of anyone else or otherwise misrepresent your identity;
(d) use the Services in any manner that would reasonably be expected to expose us to civil or criminal liability;
(e) perform or simulate security probes, port scans, security breaches, denial of service attacks or any similar tests or hacking;
(f) remove, destroy, cover, obfuscate or alter in any manner any notices or legends pertaining to proprietary rights;
(g) modify, port, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form the Services, or create derivative works based on, or any competitive or emulating software or service using, the Services;
(h) except through the specific functions available in the services, disclose, distribute, sell, resell, sublicense, distribute, assign, transfer, give away, loan, lend, lease or publish the Services or any content obtained through the Services;
(i) use the Services in a manner or for a purpose that:
(i) infringes or facilitates infringement upon the lawful rights of others (including infringement of intellectual property rights);
(ii) is illegal;
(iii) contravenes any applicable law or third party agreements or policies which apply to you;
(iv) constitutes harassment or stalking (including any intimidating or offensive communications); or
(v) disrupts or interferes with any other person’s use or enjoyment of the Services;
(j) upload, post, host, transmit or create any:
(i) content that is unlawful, offensive, abusive, fraudulent, threatening, libelous, defamatory, discriminatory, violent, pornographic, sexual, obscene, contains nudity, violence, drugs, or references thereto, promotes or incites hatred or harm, is otherwise objectionable or violates any intellectual property, privacy or other rights or any privacy laws;
(ii) unauthorized advertising, promotional material, spam or unsolicited commercial message or solicitation; or
(iii) virus, worm, trojan horse, backdoor, bot, script or any similar harmful, destructive or disruptive element;
(k) except for the App or with our prior written consent, use any robot, spider, software, script or other automated equipment, device, interface, process or means to use, access, post, upload, input, interact with, control, retrieve, present, publish or display the Services or to skim, extract, query, compile, process or display any data stored or information input, processed or stored using the Services directly or indirectly in any manner whatsoever;
(l) systematically search, index, gather, collect or harvest content or information input by others, whether by manual or automated means, for use or storage outside of the Services or for purposes for which you have not been expressly authorized;
(m) obscure, hide, mask, modify or alter the user interface of the Services or any reports or statements generated or created using the Services (including, without limitation, any of our trade-marks or proprietary notices or legends) in any manner whatsoever, including, without limitation, through the use of overlays, frames, filters, pop-up windows or scripts or through any other user interface layer;
(n) use the Services in a manner that infringes or facilitates infringement upon the lawful rights of others or in contravention of any applicable laws; or
(o) attempt, or authorize, cause, permit or encourage any other person to do, any of the foregoing.
We may suspend or terminate access or use of the Services without notice if we know, or reasonably suspect or believe that you have engaged in any of the above.
Except for the rights expressly granted to you under these Terms, all right, title and interest (including all intellectual property rights) in and to the Services (including any software, systems, interfaces, domain names we use to provide the Services) and all translations, ports and modifications thereof are exclusively owned by us or our licensors, as applicable. All trade names, company names, trademarks, service marks and other product and service names and logos in or displayed by the Services are the proprietary marks of us or our licensors and are protected by law and may not be copied, imitated or used, in whole or in part, without the consent of their respective owners.
(a) All right, title and interest in and to content and information you post or make available to the Services (including photos, videos and location-based information) is owned by you, provided however you grant to us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right to use, copy, modify, process, transmit and disclose such content:
(i) as reasonably required for the purposes for which it is provided to us, including without limitation the provision of the Services, subject to your sharing settings;
(ii) to understand and meet your needs and preferences;
(iii) to manage and develop our business and relationship with you;
(iv) for any other purpose or any other manner as requested by you; or
(v) to defend any claim against us.
(c) You are solely responsible for your content and for managing access and use to such content by other users of the Services. We reserve the right (but have no obligation) to review your content and to refuse or remove any of your content that we determine, in our sole discretion, to be in breach of these Terms or that may expose us to liability. We also reserve the right to manage or delete content to manage the resources of the systems we use to provide the Services.
(d) You understand that content and data made available to you through the Services, including the identity of other users, has been provided by other users. We do not review, validate or authenticate such content or data and therefore are not responsible for the accuracy, truthfulness, integrity or quality thereof. We disclaim all liability regarding content or data or the actions of other users. You are solely responsible for validating or authenticating any such content or data and your interactions with other users, all of which is at your sole risk.
(e) You agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results or other similar information provided or made available to us arising from or related to the Services or your use thereof (including aggregated usage data) may be used by us to modify, enhance, maintain, improve and create the Services or other products or services without any obligation or compensation to you whatsoever. You represent and warrant that you have all rights, consents and permissions necessary to grant us such rights.
You must keep your user identification and password (“Login Credentials”) secure. We will be entitled to treat all communications, instructions, transactions and changes as authorized by you if your Login Credentials are used. If you believe the security of your Login Credentials has been compromised or suspect unauthorized use, you must notify us immediately. You will be responsible for all actions taken using password, whether by you or anyone else, until you notify us and we have a reasonable opportunity to suspend your account or take other protective measures. You agree that if we suspect fraudulent or unauthorized activity, we may immediately suspend your account or take other protective measures. You acknowledge that security measures are not infallible and may be circumvented. We do not guarantee that the Services or any information stored or transmitted through the Services cannot be accessed, used or modified by unauthorized persons who are capable of circumventing such measures. We will not be liable for any such unauthorized access, use or modification.
You represent, warrant and covenant that:
(a) you will only use the Services in compliance with these Terms and all applicable laws;
(b) you will only upload or transmit content and data that you own or have all requisite rights and permission to upload or transmit;
(c) you are of the age of majority in your jurisdiction or if you are under such age, you: (i) are not under 13 years of age; and (ii) have obtained the consent of your parent or legal guardian to enter into these Terms and to use the Services;
(d) the information you provide to us is true, accurate and complete;
(a) The Services are provided on an as-is, as-available basis. We reserve the right to restrict, suspend or terminate the Services in our sole discretion without notice or liability. To the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions, express or implied, including any representations, warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, quiet enjoyment or possession and those arising by statute, in law, or from a course of dealing or usage of trade. The entire risk arising out of your use of the Services remains with you. Without limiting the generality of the foregoing, we do not warrant that the Services will operate without interruption, that they will be error-free or virus-free or that content presented through the Services will be accurate, reliable or current.
(b) Our maximum liability arising from or related to these Terms or the Services will be limited to your direct damages, not to exceed in aggregate for all claims the amounts you have paid to us for the last three months immediately preceding the cause of action, less all amounts paid to you in respect of all prior claims. We will have no liability for any consequential, incidental, indirect, special, punitive or other damages, including damages for loss of revenue, loss of profits, loss of expected savings, business interruption, loss of data or information or other pecuniary loss, even if we foresee or have been advised of the possibility of such damages.
(c) The limitations and exclusions of liability and disclaimers in these Terms apply irrespective of the nature of the cause of action, including without limitation breach for contract, negligence, tort or any other legal or equitable theory, and will survive a fundamental breach or failure of the essential purpose of these Terms or any remedy, including any exclusive remedy.
(d) Some jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of certain damages and so some of the limitations and exclusions above may not apply to you.
(e) You shall indemnify us against all claims and damages arising from or related to any claim by a third party in respect of your content or your use or misuse of the Services, including without limitation infringement of any intellectual property, privacy or other rights.
We may suspend, limit or terminate the provision of Services to you if you breach these Terms or for convenience without notice or liability. You may terminate the provision of Services by terminating your account. Neither the expiration nor the termination of these Terms shall release either party from any obligation or liability accrued until such expiration or termination. Sections 7, 8, 11, 12 and 15 and obligations or liabilities accrued up to termination shall survive and continue to apply after termination.
If you believe copyrighted work owned by you has been used through the Services that infringes on your rights, please contact our designated agent at email@example.com.
The following terms apply if you use an App on an Apple device:
(a) Acknowledgement: You and we acknowledge that the Terms are concluded between you and us only, and not with Apple, and we, not Apple, are solely responsible for the Application and the content thereof. The Terms may not provide for usage rules for the App that are in conflict with, the App Store Terms of Service as of the date you agree to the Terms (which we acknowledge we have had the opportunity to review).
(b) Scope of License: The license granted to you for the App is limited to a non-transferable license to use the App on any Apple branded products that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service, except that such App may be accessed, acquired, and used by other accounts associated with the purchaser via family sharing or volume purchasing.
(c) Maintenance and Support: We are solely responsible for providing any maintenance and support services with respect to the App, as specified in the Terms, or as required under applicable law. You and we acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
(d) Warranty: We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
(e) Product Claims: You and we acknowledge that we, not Apple, are responsible for addressing any of your claims or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The Terms will not limit our liability to you beyond what is permitted by applicable law.
(f) Intellectual Property Rights: You and we acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
(g) Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
(h) Developer Name and Address: Our name and address is: Vleepo Inc., First Canadian Place, Suite 5700, 100 King Street West, Toronto, Ontario M5X 2A1, Canada. You should direct your questions, complaints or claims with respect to the App to firstname.lastname@example.org.
(i) Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using the App.
(j) Third Party Beneficiary: You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary thereof.
(a) Entire Agreement. These Terms constitute the entire agreement between you and us with respect to the Services and cancel and supersede any prior understandings and agreements governing the same subject matter. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us other than as expressly set forth in these Terms.
(b) Notices. You agree that notices may be given to you through the Services or by any other reasonable means, including without limitation e-mail or post. You agree that claims against us related to these Terms or the Services must be sent to us by personal delivery, registered post or courier to Vleepo Inc., First Canadian Place, Suite 5700, 100 King Street West, Toronto, Ontario M5X 2A1, Canada, or such other address we designate from time to time by notice to you.
(c) Assignment. None of your rights or obligations under these Terms may be transferred or assigned, in whole or in part, whether voluntarily, by operation of law or otherwise, without our prior written consent. Any such attempted assignment or transfer shall be null and void. We may assign our rights or obligations under these Terms, or delegate or subcontract our obligations, in whole or in part, without notice or liability.
(d) Waiver and Amendments. No modification, amendment, addition to or waiver of any rights, obligations or defaults that you propose shall be binding on us unless it is in a paper-based writing signed by one of our authorized officers. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right by us and no partial or single exercise thereof will be deemed of itself to constitute a waiver of such right or any other rights hereunder.
(e) Governing Law and Venue. These Terms will be deemed to have been made and performed exclusively in the Province of Ontario and will be governed by and construed under the laws of the Province of Ontario without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Subject to the dispute resolution provisions below, you hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any claim against us related to these Terms or the Services.
(f) Dispute Resolution. To the extent permitted by applicable law, all disputes will be settled by final and binding arbitration pursuant to the provisions of the Arbitrations Act, 1991 (Ontario). Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. The venue for the arbitration shall be at the City of Toronto, Ontario, unless we otherwise agree in writing. The arbitration panel will consist of a sole arbitrator. The arbitrator will not limit, expand or modify the terms of these Terms nor award damages in excess of compensatory damages permitted these Terms. The arbitrator will issue a written decision containing findings and conclusions on all significant issues. All participants, each of whom will be bound by an appropriate confidentiality agreement, will hold the content and result of any arbitration in confidence.
(g) Injunctive Relief. Your use of the Services in breach of these Terms will cause us irreparable harm for which money damages will not make us whole. You hereby consent to any order entered by any court of competent jurisdiction prohibiting you from such breaches. The foregoing is in addition to any other remedies which we may have hereunder, at law or in equity.
(h) Cumulative Remedies. Our rights and remedies under these Terms are cumulative, may be exercised singularly or concurrently, and are in addition to and not in substitution for any rights or remedies available at law or in equity.