-
Melissa & Doug Toy Cleaning Set
3 yolos/moUnavailable -
Boogie Board
3 yolos/mo -
Hape Tea set
3 yolos/moUnavailable
You have available yolos
TERMS OF SERVICE
Last Updated: [●], 2023
PLEASE READ CAREFULLY. BY ACCESSING OR USING THE SITE OR SERVICES OR CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, YOU ARE ACCEPTING TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SITE OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICES.
1. ACCEPTANCE OF TERMS
1.1 These Terms of Service (this “Agreement”) set forth the terms and conditions that apply to your access and use of the internet website located at [●][www.yoloop.ca] (collectively, the “Site”), owned and operated by Yoloop Online Inc. (“ Provider”, “we”, “our” or “us”), and the services available thereon (the “ Services”), including without limitation the toy and baby equipment rental subscription program (the “Program”).
1.2 By clicking ‘accept’ or using the Site or Services, you confirm that:
(a) you have reached the legal age of majority in your jurisdiction of
residence and have the legal capacity to enter into this Agreement,
(b) you are legally eligible to enter into this Agreement under any laws
applicable to you, (c) you have read this Agreement and agree to be bound
by and comply with it and any other terms, conditions, policies or
documents incorporated in them by reference, including without limitation
the Privacy Policy located at [●] [www.yoloop.ca], as it
may be amended from time to time (the “Privacy Policy”),
and (d) if you are entering into this agreement on behalf of a company or
other legal entity, you have the authority to bind such entity to these
terms and conditions, in which case the terms “you” or “your” will refer to
such entity.
2. CHANGES TO TERMS
2.1 We may amend any part of this Agreement by adding, deleting, or varying its terms from time to time in our discretion. We will provide you with notice of the proposed amendment by posting an amended version of this Agreement with a new “Last Updated” date. We will include a link to the previous version of the terms beneath the new “Last Updated” date.
2.2 The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of this Agreement will continue to apply.
2.3 If you disagree with any amendments, you may terminate this Agreement by ceasing to use the Site and Services at any time within the 30-day period before the amendments take effect. If the amendment increases your obligations under this Agreement, or decreases our obligations under this Agreement, then you can also terminate in the 30 days after the amendments take effect. In either case, there is no cost or penalty for terminating. If you do not cease using the Site and Services during that time, then by your continued use, you are considered to have accepted the proposed amendments.
3. Your Profile Information and Account
3.1 If you sign up for a Provider account (“Account”), you agree that Provider is providing you with one user identification reference that you will use to create a username and password (together, the “ User ID”) to the extent, and only to the extent, necessary to access and use the Site and Services in accordance with this Agreement. You agree and understand that you are responsible for maintaining the confidentiality of your User ID. That User ID, together with any or other user information you provide will form your “ Profile Information” and allow you to access your Account. In order to participate in the Program or other paid Services, you must provide your current and valid contact and credit or charge card information for your Account including your name, billing and, if applicable, shipping address. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to Provider that you have not misrepresented and will not misrepresent any Profile Information and that you are authorized to use any credit or charge card information provided. You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Site or Services.
3.2 Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Provider immediately. It is your responsibility to update or change any Account or Profile Information, as appropriate.
3.3 In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any Provider subscriptions at any time by clicking “Unsubscribe” at the bottom of such communication or by contacting hello@yoloop.ca. Doing so may have a material impact on our ability to provide any Services to you, and we are not responsible if you do so.
4. Fees and taxes
4.1 Current pricing for Program subscriptions (“ Subscriptions”) and a description of what is included in each Subscription is available at [●] www.yoloop.ca Unless otherwise agreed to by Provider, Subscription fees will be billed in advance for each Subscription Period and are non-refundable. There will be no refunds or credits for partial Subscription Periods or for periods in which you do not use the Services.
4.2 If you have a yolo-based Subscription, yolo tokens will be non-transferable, non-refundable, and cannot be redeemed for cash. Yolos expire at the end of the applicable Subscription Period and do not carry forward to the next Subscription Period. Yolos are not a deposit and are not pre-paid credit.
4.3 We reserve the right to modify our pricing, the Yolos required to rent any Rented Product, or both, at any time upon 30 days prior written notice by posting such changes to the Site or through email notification to you. Thereafter, you will be liable to pay such modified pricing and any modified Yolo requirements will be applied to your Account.
5. Term and Renewal
5.1 Subject to your payment of applicable fees, we will provide the applicable Services to you for the period of time that you have paid for such Services (the “Subscription Period”).
5.2 At the end of the Subscription Period, your Subscription will automatically renew for an additional Subscription Period until cancelled by you as described in the “Cancellation and Termination” section below, or cancelled or terminated by us in accordance with this Agreement.
6. Rented Products
6.1 The Program is only available [to residents of British Columbia] and within the service area set out on [●] from time to time. [www.yoloop.ca/hubs] We may limit enrollment in the Program in our discretion.
6.2 You may request to use certain toys and equipment by subscribing to the Program and making a rental reservation request through the Site using your Account. Once reserved items become available, and if we accept your rental request, which we are not obligated to do, you will receive a confirmation email notifying you which toys and equipment will be available for pick-up, and either the (a) estimated delivery date, or (b) the pick-up location and time window for pick-up. In the case of a token-based Subscription, you must have an adequate number of tokens in your Account at the time of pick-up or shipment, as the case may be, or rental will be refused. If toys or equipment are not picked up within the pick-up window, the reservation will be released and such toys and equipment will be made available for reservation by other customers. Once toys or equipment are delivered or picked up, as applicable, they will constitute “Rented Products” for the duration of their Rental Term.
6.3 The rental term for each Rented Product will commence upon delivery or pick-up, as applicable, of the Rented Products and continue until the earlier of: (a) the time that you return the Rented Product in accordance with this Agreement, (b) the end of the maximum rental term specified on the Site, if any, is reached, or (c) the cancellation or termination of your Subscription, Account, this Agreement or right to use the Rented Product (“Rental Term”). If you have a token-based Subscription, the applicable number of tokens required for the rental of each Rented Product, as set out on the Site, will (a) be applied and deducted from your available token count in your Account at the time of delivery or pick-up, as applicable, (b) subject to (c), remain deducted from the available token count in your Account during each subsequent Subscription Period, and (c) be credited back to your Account when the Rented Product is returned or, if it is not returned, when its replacement value has been paid to us in full.
6.4 During the Rental Term, we will grant you the right to use the Rented
Products subject to the terms and conditions of this Agreement. The Rented
Products are for personal use only and must be used
(a) for their intended purpose and in a manner consistent with how a
reasonable user would use them, (b) in the case of children, under the
proper supervision of an adult, (c) in accordance with (i) all manufacturer
documentation and product information, and (ii) any additional information
that we may provide to you from time to time (together, the “ Documentation”), and (d) in accordance with all applicable
laws, regulations, rules and guidelines. You will be solely responsible for
ensuring that the Rented Products are used safely and legally by yourself
and others at all times during the Rental Term. You are responsible for
reviewing any and all Documentation and ensuring that the Rented Products
are used in accordance with the Documentation. You are not permitted to use
the Rented Products for commercial purposes.
6.5 You will not, and will not allow anyone else to, or to attempt to, disassemble, modify or repair any Rented Products or remove or obscure any labeling or notices on Rented Products.
6.6 You acknowledge that most of the Rented Products will have been previously used. All Rented Products will be cleaned in accordance with Provider’s standard procedures prior to delivery to you or pick-up by you, as applicable. If you are dissatisfied with a Rented Product for any reason, your sole and exclusive remedy is to return the Rented Product to us and you will not be entitled to any refund.
6.7 We have and will retain exclusive ownership of Rented Products. You may not purchase the Rented Products, sell or rent the Rented Products to third parties.
6.8 If you become aware of, or suspect, any malfunction of, damage to or defect in the Rented Products, howsoever caused, you must cease use of the Rented Product and notify us as soon as possible. If we notify you of any recall or safety issue, you must immediately cease use of the Rented Product.
6.9 Except as set out in Section 6.10, you will be solely responsible for any loss of, or damage caused to, the Rented Products during the Rental Term and until you return the Rented Equipment to us in accordance with this Agreement.
6.10 You must return each Rented Product at the end of its Rental Period in as good of a condition as it was upon its delivery, reasonable wear and tear excepted, to the location designated by us at/in the order confirmation email. The determination of whether or not damage exceeds normal wear and tear, and whether repair is possible or replacement is required, will be determined by Provider in its sole discretion. In the case of damage to a Rented Product that is equipment, you will not be charged for the first $30 of repair costs, but will be responsible for 20% of the cost of repair above $30.
7. Cancellation and Termination
7.1 You may cancel your Subscription or Account at any time through the interface provided as part of the Services. Cancellation must be issued via the interface or via Provider’s support addresses. Any Subscription cancellation request must be made at least two business days prior to the end of the term of your then-current Subscription Period. This is the only way to cancel your Subscription or Account and you will not be provided with a refund, in whole or in part, of any pre-paid amount. Cancellation of your Account will automatically cancel all of your Subscriptions. Email requests or phone requests to cancel your Subscription or Account will not be accepted.
7.3 Provider reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Provider reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, at any time and for any reason, with or without notice, which may include without limitation terminating your right to use one or more Rented Products, Subscription cancellation or Account cancellation.
8. Intellectual Property Rights
8.1 All material available on the Site and all material and services provided by or through Provider, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof but excluding the Rented Products (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.
8.2 Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Provider grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you. You are not permitted to download, copy or otherwise store any Materials.
8.3 If Provider, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Services or any of its, your or a third party system, then Provider may immediately suspend access to or use of the Services. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. Provider has no liability to you for suspending the Services under this provision.
8.5 For the purposes of this Agreement and the Privacy Policy, “ personal information” is any information about an identifiable individual, as defined in our Privacy Policy.
8.6 Provider retains the right to use or share any Aggregated Data generated by anyone using the Site or the Services, including our users, for the purpose of enhancing and providing the Services. “ Aggregated Data” means data that does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information. You are still responsible for any and all personal information that is part of any Feedback or Content (as defined below).
9.1 The Site and the Services available thereon enable you to provide or upload content, including but not limited to messages, text, graphics, and other information or content (collectively, but excluding Feedback, the “ Content”), to Provider for the purpose of providing the Services or as otherwise permitted under this Agreement. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.
9.2 Provider will use Content you upload solely in connection with providing the Services to you, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Services, you grant to Provider a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Content, solely in connection with providing the Services to you. This license includes the right to host, index, cache or otherwise format your Content in order to provide the Services.
9.3 You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Provider or Provider’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.
9.4 You agree that Provider is not responsible for any violations of any third party intellectual property rights in any Content that you submit to Provider. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you to the Site.
10. Monitoring
10.1 Provider may, but has no obligation to, monitor Feedback and Content on the Site, or any website created using our Services. You consent to such monitoring. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Provider or its customers, or operate the Site or Services properly, or improve the Site or Services. Provider, in its sole discretion, may refuse to post, remove, or require you to remove, any Feedback and Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement, including, but not limited to the Privacy Policy.
11. Acceptable Use and Conduct:
11.1 You agree that you will not publish or make available any Feedback or Content that, or use the Site or Services in a manner that:
(a) infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
(b) contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(c) is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
(d) is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
(e) is harmful to minors in any way;
(f) is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Provider;
(g) impersonates a Provider employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Services or a portion thereof without proper authorization;
(h) interferes or attempts to interfere with the proper working of the Site or Services or prevents others from using the Site or Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons’ ability to use the Site or Services;
(i) uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Services or the content contained therein;
(j) facilitates the unlawful distribution of copyrighted content;
(k) except as expressly permitted by Provider, licenses, sublicenses, rents or leases the Services to third parties, or uses the Services for third party training, commercial time-sharing or service bureau use;
(l) includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Feedback or Content transmitted through the Site or Services to users;
(m) constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
(n) stalks or otherwise harasses anyone on the Site or using the Services or with information obtained from the Site or Services;
(o) collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
(p) requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site or Services for the purposes of automating logins to the Site;
(q) attempts to gain unauthorized access to the computer systems of Provider or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services;
(r) posts adult or pornographic Feedback or Content;
(s) decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Services or any other Provider technology;
(t) copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Services;
(u) accesses the Site or Services for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site or Services;
(v) accesses the Site or Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
(w) accesses the Site to upload any Feedback or Content or computer code for the purposes of: (i) attempting or causing a breach or override of security to the Site or Services; (ii) interfering with the proper working, functionality or performance of the Site or Services; or (iii) preventing others from accessing or using the Site or Services.
12.1 YOUR USE OF THE SITE, SERVICES OR RENTED PRODUCTS AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE, SERVICES OR RENTED PRODUCTS, INCLUDING ANY FEEDBACK OR CONTENT YOU UPLOAD OR SUBMIT, ANY THIRD PARTY SOFTWARE AND CONTENT, AND ANY USE BY ANOTHER INDIVIDUAL OF THE RENTED EQUIPMENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE, SERVICES AND RENTED PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, SERVICES OR RENTED PRODUCTS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS OF AVAILABILITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, RELIABILITY, DESIGN, SAFETY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, AND THOSE ARISING OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
12.2 PROVIDER DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME PROVIDER MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE AND THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES OR OTHER ACTIONS THAT PROVIDER, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. PROVIDER MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITE OR SERVICES; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE SITE OR SERVICES.
12.3 PROVIDER IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY PROVIDER, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY PROVIDER.
12.4 YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR FEEDBACK OR CONTENT IS COMPATIBLE WITH THE SITE AND SERVICES. PROVIDER DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR FEEDBACK OR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND SERVICES AND IS NOT RESPONSIBLE FOR PROTECTING YOUR FEEDBACK OR CONTENT.
12.5 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.6 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROVIDER OR THROUGH OR FROM THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
12.7 THE SITE AND SERVICES ARE OFFERED AND CONTROLLED BY PROVIDER FROM ITS FACILITIES IN CANADA. PROVIDER MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
13. Third Party Sites and Content
13.1 The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Provider’s control, and you acknowledge that Provider is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Provider or any association with its operators. You further acknowledge and agree that Provider will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.
14. Exclusive Remedy and Limitation of Liability
14.1 YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL PROVIDER OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE, SERVICES OR RENTED PRODUCTS, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. PROVIDER’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER OR IN RELATION TO THIS AGREEMENT, THE SITE AND ANY SERVICES OR RENTED PRODUCTS PROVIDED TO YOU PURSUANT TO THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNTS YOU PAID TO PROVIDER IN THE ONE (1) YEAR IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, PROVIDER’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, PROVIDER WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO PROVIDER OR THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.
14.2 THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN PROVIDER AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT PROVIDER WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.
14.3 PROVIDER WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LIABILITIES, LOSSES OR ANY OTHER CONSEQUENCES THAT YOU MAY INCUR AS A RESULT OF ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SITE AND/OR THE SERVICES.
15. Waiver of Jury Trial and Class Action Rights
15.1 WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
16.1 You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.
17.1 You agree to indemnify, defend, and hold harmless Provider, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Site, the Services or the Rented Products, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Site, Services, any Content, including without limitation your Profile Information, any third party content forming part of the Site, and any Rented Products; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. Provider reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Provider and you agree to cooperate with Provider’s defense of these Claims. You agree not to settle any matter without the prior written consent of Provider. Provider will use reasonable efforts to notify you of any such Claims upon becoming aware of it.
18.1 If Provider may contact you or give you notice in writing, by electronic means (including via your Account or by using the email associated with your Account) or by pre-paid post to any address you may have provided to us.
18.2 We are not responsible for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts of God or other acts beyond our reasonable control.
18.3 Our rights and remedies in this Agreement are cumulative and not exclusive, and our exercise of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between us or otherwise.
18.4 If there is any dispute between you and Provider about or involving this Agreement, the Site or the Services, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions.
18.5 The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
18.6 Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of the Vancouver International Arbitration Centre. The appointing authority will be the Vancouver International Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the Vancouver International Arbitration Centre in accordance with its rules. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English. Notwithstanding the foregoing, Provider may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Provider through injunctive relief and other equitable remedies without proof of monetary damages.
18.7 If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.
18.8 You agree that if Provider does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Provider has the benefit of under any applicable law), this will not be taken to be a formal waiver of Provider’s rights and that those rights or remedies will still be available to Provider.
18.9 Sections 4.4, 4.5, 6.9, 6.10, 7.2, 7.4, 8, 9, 12, 13, 14, 15, 16, 17 and 18 will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
18.10 You may not assign any of your rights, obligations or interests under this Agreement without our prior written consent. We may assign this Agreement or our rights, obligations or interests under this Agreement, in whole or part, without consent. This Agreement will be binding upon and enure to the benefit of permitted assigns.
18.11 This Agreement is the entire agreement between us related to the subject matter hereof. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.
19. Contacting Provider
19.1 You may contact Provider by email at [hello@yoloop.ca]