1. Key Content-related Terms
"Collective Content" means, collectively, Company Content and User Content.
"Content" means text, graphics, images, software (excluding the Application), video, information or other materials.
"Company Content" means Content that Company makes available through the Application and/or Website, including any Content licensed from a third party, but excluding User Content.
"Company Services" include the operations that may be accomplished through the Website or Application.
"User" means any person (natural or legal) who accesses or uses the Application or Website.
"User Content" means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Website or Application.
"Website" means www.taxidiamond.com or any other website through which the Company makes available the ability to use Company Services and posts this Agreement.
In order to be able to use the Website or the Application, you first need to sign up with the Company, which you can do through the Website or through the Application. When signing up, you could be obligated to provide the Company with the following personal information: first and last names, email address, mobile telephone number. Upon successful completion of your sign-up with the Company, You will be provided with a personal account, accessible to you by a password of your choice.
The Company uses a third-party payment processor (the "Payment Processor") to link your credit card account to the Website and Application. The processing of payments or credits, as applicable, in connection with your use of the Website and Application will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. The Company is not responsible for any errors by the Payment Processor.
3. Representations and Warranties
By using the Website or Application, you expressly represent and warrant that you are legally entitled to enter into this Agreement. By using the Website or Application, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Your participation in using the Website and/or Application is for your sole, personal use if you are a natural person, and, if you are a legal person, for your employees, consultants and other representatives. You may not authorize others to use your user status and/or password, and you may not assign or otherwise transfer your user account and/or password to any other person or entity. When using the Website or Application, you agree to comply with all applicable laws of the nation, province and city in which you are present while using the Website or Application.
It is your responsibility to check to ensure you download the correct Application for your device. The Company is not liable if you do not have a compatible handset or if you have downloaded the wrong version of the Application for your handset. The Company reserves the right to terminate this Agreement should you be using the Application with an incompatible or unauthorized device.
By using the Website or Application, you agree that:
4. License Grant, Restrictions and Copyright Policy
Subject to your compliance with the terms and conditions of this Agreement, Company grants you a limited, non-exclusive, non-transferable license to view any User Content to which you are permitted access solely for purposes set forth herein. You have no right to sublicense or assign the license rights granted in this section.
You will not use, copy, adapt, modify, decompile, reverse engineer, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, Application or Collective Content, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company, except for the licenses and rights expressly granted in this Agreement.
5. License granted by User
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Website or Application. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Website or Application or you have all rights, licenses, consents and releases that are necessary to grant to Company the rights in such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Company's use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
6. Application License
Subject to your compliance with this Agreement, Company grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on any mobile device or computer that you own or control and to run such copy of the Application solely for your own personal use. With respect to any Application accessed through or downloaded from the Apple App Store ("App Store Sourced Application"), you will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple's proprietary operating system software); and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms and Conditions. With respect to any Application accessed through or downloaded from Google Play ("Google Play Sourced Application"), you will use the Google Play Sourced Application only: (i) on an Android product; and (ii) as permitted by the usage rules set forth in the Google Play Terms of Service. Company reserves all rights in and to the Application not expressly granted to you under this Agreement.
7. Accessing and Downloading the Application from iTunes or Google Play
The following applies to any App Store Sourced Application and to Google Play:
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Website or the Application in any way; (ii) modify or make derivative works based upon the Website or the Application; (iii) create Internet "links" to, or "frame" or "mirror" the Website or Application on any other server or wireless or Internet-based device; (iv) reverse engineer the Website or Application, or access the Website or Application in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Website or Application, or (c) copy any ideas, features, functions or graphics of the Website or Application, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Website or Application.
You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights and material that could be considered as sexual or psychological harassment or of a discriminatory nature; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Website, Application or the data contained therein; or (v) attempt to gain unauthorized access to the Website, Application or its related systems or networks.
Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Company may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that Company has no obligation to monitor your access to or use of the Website, Application or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Website and Application, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Company, at its sole discretion, considers to be in violation of this Agreement or otherwise harmful to the Website or Application.
8. Copyright Policy
Company respects copyright law and expects its Users to do the same. It is Company's policy to terminate in appropriate circumstances Users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
9. Payment Terms
Any fees which the Company may charge you for in-app purchases processed through the Website or Application, are, to your discretion, payable through the Payment Processor (via the Application). No refund policy shall apply except in cases of order processing errors or errors attributable to the Application or Website.
10. SMS Messaging
You hereby consent that Company may send you SMS messages for promotional purposes. You further consent that Company may send you Push notifications pertaining to your orders. Message and data rates may apply.
If you change your mobile phone service provider, you might have to re-enroll with the Company in order to receive future SMS messages or Push notifications. Company reserves the right to stop sending SMS messages or Push notifications at any time, which opt-out will become effective within seven (7) days. You may also opt out of the Push notifications through your device.
11. Intellectual Property Ownership
The Company alone shall own all right, title and interest, including all related intellectual property rights, in and to the Website and Application and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website or Application (collectively, "Feedback"). You are not required to provide any Feedback to the Company. To the extent you do provide any Feedback to the Company, you agree to assign and hereby do assign to the Company all right, title and interest in and to such Feedback and agree that the Company may freely utilize such Feedback without compensation to you. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Website or Application, or any intellectual property rights owned by the Company. The Company name, the Company logo, and the product names associated with the Website and Application are trademarks of the Company or third parties, and no right or license is granted to use them.
12. Third Party Interactions
During use of the Website and Application, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Website or Application. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. The Company shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction, services or promotion between you and any such third party. The Company does not endorse any sites on the Internet that are linked through the Website or Application, and in no event shall the Company be responsible for any content, products, services or other materials on or available from such sites or third party providers. The Company provides the Website and Application to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and the Company disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.
The Company may rely on third party advertising and marketing supplied through the Website or Application and other mechanisms to subsidize the Website or Application. By agreeing to these terms and conditions you agree to receive such advertising and marketing. If you do not want to receive such advertising, you must notify us in writing. The Company may compile, release and disclose non-nominative information regarding you and your use of the Website or Application as part of a customer profile or similar report or analysis, including, without limitation to third party service providers. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through Company Services.
By accepting the general conditions set out in this Agreement and by using the Website or Application, you agree that you shall defend, indemnify and hold the Company and each of its parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, or (c) your use or misuse of the Website or Application, except in each case solely to the extent any of the foregoing arises directly from the gross negligence or willful misconduct of the Company.
14. Disclaimer of Warranties
THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE WEBSITE OR APPLICATION. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE WEBSITE OR APPLICATION WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE WEBSITE OR APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS IN THE WEBSITE OR APPLICATION WILL BE CORRECTED, OR (E) THE WEBSITE, APPLICATION OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WEBSITE AND APPLICATION ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE COMPANY. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE WEBSITE OR APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE WEBSITE AND APPLICATION, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15. Internet Delays
THE WEBSITE AND APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR APPLICATION EXCEED THE AMOUNT FOR DIRECT DAMAGES SUFFERED BY YOU, WHICH YOU SHALL HAVE TO BE ABLE TO REASONABLY ESTABLISH, SUBJECT TO COMPANY'S SATISFACTION, FOR A MAXIMUM AMOUNT OF FIVE HUNDRED DOLLARS (500$). IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE WEBSITE OR APPLICATION, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE WEBSITE OR APPLICATION, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON OR WITHIN THE WEBSITE OR APPLICATION. THE FOREGOING EXCLUSIONS SHALL APPLY EVEN IF THE COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING COMPANY SERVICES OFFERED VIA THE WEBSITE OR APPLICATION (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY, TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, OR APPLICATION, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE WEBSITE OR APPLICATION.
The Company may give notice by means of email to your email address on record in the Company's account information. Such notice shall be deemed to have been given upon the expiration of 12 hours after sending by email. You may give notice, and address any complaint or claim to the Company (such notice, complaint or claim shall be deemed given when received by the Company) at any time by means of email sent to email@example.com.
This Agreement may not be assigned by you (whether in whole or in part) without the prior written approval of the Company. This Agreement may be assigned without your consent (in whole or in part) by the Company, including to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 19. Controlling Law and Jurisdiction
General. This Agreement and any action related thereto will be governed by the laws of the Province of Quebec without regard to its conflict of laws provisions. Subject to the rest of this Section 20, the exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Gatineau and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or violation of Company's copyrights, trademarks, trade secrets, patents or other intellectual property rights, Company may, at its discretion, institute legal proceedings in any jurisdiction (s) which is (are) deemed necessary or advisable.
Arbitration. You and Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Website or Application (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you are waiving the right to participate as a plaintiff in any purported class action or representative proceeding. Further, unless both you and Company otherwise agree in writing, the arbitrators may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement. Arbitration Rules. The arbitration will be subject to article 940 and following of the Code of civil Procedure (Quebec).
Arbitration Location. Unless you and Company otherwise agree, the arbitration will be conducted in the Province of Quebec, City of Gatineau.
Decision. The arbitrators will render an award within the time frame specified in the Code of civil Procedure (Quebec). Such decision will include the essential findings and conclusions upon which the arbitrators based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Any damages granted by the arbitrators must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable.
Fees. The arbitrators shall determine who is responsible to pay the fees associated with the arbitration.
You agree that the Company, in its sole discretion and for any or no reason, may terminate any member or customer account (or any part thereof) you may have with the Company, and remove and discard all or any part of your account or any of your User Content, at any time. The Company may also in its sole discretion and at any time discontinue providing access to the Website and Application, or any part thereof, with or without notice. You agree that any termination of your access to the Website and Application or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company shall not be liable to you. These remedies are in addition to any other remedies Company may have at law or in equity.
You may terminate this Agreement at any time by deleting the Application from your device, ceasing all use of the Website, and requesting the Company to cancel your account via email sent to firstname.lastname@example.org.
No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Website or Application. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.