[Last updated on October 5, 2015]
PROJECT REMEDY INC. (“Project Remedy”, “we”, “us” and terms of similar meaning) provide the Services, including access to the Project Remedy website at www.projectremedy.ca (“Site”) subject to these terms and conditions of use (these “Terms”).
Throughout these Terms, we will refer to the services provided by the Site as the “Services”. Professionals or service providers who sign up for a User Account on the Services are referred to “Professionals”. All users of the Site, including Professionals, registered users and browsing visitors are referred to as “Users”. Content on the Site, including all text, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
Please read through these Terms carefully before using the Services. By visiting the Site or otherwise using the Services on any platform or device, you agree to be legally bound by these Terms, and all policies, statements and guidelines incorporated by reference in these Terms. If you do not agree to be bound by these Terms in their entirety, then do not use the Site or Services.
- Project Remedy
The Site is a web platform permitting Professionals to promote their services. Users of the Site may decide to use information about Professionals available on the Site to determine if they wish to hire a Professional.
The Services are not intended to be used by children. You must be at least eighteen (18) years of age to use the Services.
- User Accounts; Registration Data; Account Security
Users can browse the Site without registering for an account (“User Account”). However, if you wish to access some of the features of the Site or advertise your services as a Professional, you must register for a User Account. Upon registering a User Account, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Site, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Site. You may not impersonate any other person while using the Services. Project Remedy will not be liable for any loss or damage from your failure to comply with this obligation. You are responsible for all activity on your User Account.
- Verifying Information
Professionals may submit additional information to the Site (“Verifying Information”) to provide Users with additional comfort of their validity and professionalism. Upon submission of such Verifying Information by a Professional, Project Remedy may indicate that such Professional has submitted such Verifying Information. However, Project Remedy does not guarantee the legality or accuracy of any Verifying Information submitted by a Professional to the Site. Users are encouraged to independently request and review such Verifying Information prior to relying on such Verifying Information when making a decision to hire a Professional. Although we have no obligation to do so, we have the absolute discretion to remove any indications that a Professional has submitted certain Verifying Information if we feel such Verifying Information is inaccurate, outdated or otherwise incorrect. Project Remedy will not be liable for any loss or damage arising from your reliance on such Verifying Information or from your failure to independently review such Verifying Information. You are solely responsible for your use or reliance of any Verifying Information.
- Ownership, Copyright and Trademarks
Content provided by Users is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on Project Remedy may include text posts, information, data, images, Verifying Information and other data uploaded by a User to the Services.
Project Remedy’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 7 of these Terms.
Other than User Content, the Services, the Site, all Content and any other software used to create and operate the Services is the property of Project Remedy or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services.
- License to Use the Services and License Restrictions
Project Remedy grants to you a revocable, non-exclusive, non-sublicensable license to use the Site, access the Services and to view the Content available to you through the Services (“License”).
Other than as expressly permitted in these Terms, the Content and the License are subject to the following restrictions and account terms:
- The Services we provide through the Site are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Site.
- You may not make or distribute copies of the Site.
- You may not alter, merge or translate the Site, or decompile, reverse engineer, disassemble, or otherwise reduce the Site to a human-perceivable form.
- You may not modify or create derivative works based on the Site or the Content.
- You may not use the Services for any application deployment or ultimate production purpose.
- You may not use the Site or Services to develop any application having the same or similar primary function as the Services.
- You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
- You may not otherwise use the Site, Services or the Content other than for its intended purpose.
- Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
- Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The licenses in this Section are revocable by Project Remedy at any time.
- Your use of the Site, Services and Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law.
- Your use of the Services and Site must comply with the User Content Guidelines outlined in Section 8 of these Terms.
- Your Limited License of Your User Content to Project Remedy
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. For example, if you post a review or information about your services we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content.
Therefore, by posting or distributing User Content to or through the Services, you (a) grant Project Remedy and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms (including the User Content Guidelines described Section 8 below) and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in this Section.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
- User Content, Review and Specials Guidelines
The Services may permit Users to upload or input User Content, including reviews of Professionals. User Content submitted to any public area of the Services will be considered non-confidential.
You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following (“User Content Guidelines”):
- Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of Project Remedy;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law;
- Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Content that is intended to advertise the Services of another person;
- Private information of any third party, including without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
- Viruses, corrupted data or other harmful, disruptive or destructive files; or
- Content that is unrelated to the use of the Services
In addition to the above, reviews of Professionals must comply with the following (“Review Guidelines”):
- Users who wish to post a review of a Professional must have a User Account;
- Reviews must be at least fifteen (15) words in length;
- Reviews must be based on a prior transaction where the User who writes the review had previously hired or contracted the Professional to perform services;
- Reviews must be helpful and reasonable, not compare Professionals to other Professionals, and must only accurately describe the true experience that the User had with such Professional in a prior transaction (i.e. no hearsay);
- Reviews must be legal and must not infringe the rights of any party;
- Reviews must comply with the User Content Guidelines above;
- Reviews must not be written by or be about minors (under the age of 18);
- Reviews may not be posted by any party affiliated with the Company (owners, management, employees, past employees etc.);
- Reviews must be written in English; and
- Reviews may not be of a commercial nature (including the posting of any web addresses, links, HTML or other coding or promotional items).
Professionals may be provided with the opportunity to respond to a Review a limited amount of times.
Reviews on the Site are the sole, subjective opinion of the Users who posted them. Project Remedy does not endorse any of the reviews posted on the Site and reserves the right to review and/or delete a review for any reason, including, but not limited to a contravention of this Section.
If you believe that a review was written in a manner that contravenes these Terms and wish to request a review, please e-mail us at email@example.com.
In addition, Professionals may be able to request the advertisement of certain discounts, promotions or other specials (“Specials”) on their profile page. In addition to the User Content Guidelines, Professionals agree not to post any Specials to their profile page that contravene the following (“Special Policy”):
- All Specials must refer to legitimate discounts or promotions that are offered equally to all Users;
- All Specials must be offered in a manner that complies with all applicable law, including, but not limited all applicable competition and anti-trust laws;
Any use of the Services or portions of the Services in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Services.
- Security of the Services
To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all Content and information on the Services is encrypted using SSL certificates.
However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Services, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.
- Advertisements, Promotions and Third Party Links
Project Remedy may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of advertisers other than Project Remedy, and any terms, conditions, warranties or representations associated with such dealings are solely between you and such third party. Project Remedy is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Services.
In addition, the Site may contain links to third-party sites. Project Remedy is not responsible for these linked sites. Your use of these sites is at your own risk and Project Remedy is not responsible for, and does not endorse, such third-party sites or any content contained on such third-party sites. Project Remedy shall have no liability whatsoever relating to your access or use of such third-party sites or the content available on such third-party sites.
- Warranty Disclaimer
The Services, the Content, the Verifying Information and the Services are provided to you on an “as is” basis without warranties from PROJECT REMEDY of any kind, either express or implied. PROJECT REMEDY expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. PROJECT REMEDY does not represent or warrant that the SERVICES, VERIFYING INFORMATION or Content is accurate, complete, reliable, current or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of the SERVICES, VERIFYING INFORMATION, the Content or any portion thereof.
While PROJECT REMEDY attempts to make your access to and use of the SERVICES safe, PROJECT REMEDY does not represent or warrant that the SITE, SERVICES or any Content are free of viruses or other harmful components.
- Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against Project Remedy, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, Services, Verifying Information or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content or Verifying Information, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Services. You use the Site and Services at your own risk.
Without limitation of the foregoing, neither Project Remedy nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Site, Services, Verifying Information or the Content, including without limitation any damages caused by or resulting from your reliance on the Services or Verifying Information or other information obtained from Project Remedy or any other Released Party or accessible via the Services, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Project Remedy, the Customer, any User, or any other Released Party’s records, programs or services.
In no event shall the aggregate liability of Project Remedy, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site or the Services exceed any amount paid by you for access to the Services during the three months prior to the date of any claim, if any.
You shall defend, indemnify and hold harmless Project Remedy and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Services and from the use of the Services by any person to whom you give access to your account.
- Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, Project Remedy reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Services or Content; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
Project Remedy reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your Registration Data, if any, and we will post a notice on the Site visible to you the next time you access the Services. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at the contact address below.
By creating a User Account, you agree to receive certain communications from Project Remedy. For example, you will receive notifications, our newsletter and other promotional e-mails. You can opt-out of non-essential communications. Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 13 above) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data, if any. Second, we may post a notice to you in the Notifications area of the Services. Third, we may post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
- Applicable Law and Venue
The Services are controlled by Project Remedy Inc. and operated by it from its offices in Markham, Ontario. You and Project Remedy both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Project Remedy explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) these Terms; (b) the Services or Content; (c) oral or written statements relating to these Terms or to the Services; or (d) the relationships that result from these Terms or the Services or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Project Remedy related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Project Remedy. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Project Remedy and the other Released Parties for your failure to comply with any such laws.
- Termination of Agreement
You and Project Remedy may terminate these Terms and your use of the Services at any time. When you terminate these Terms, you must cease using the Services immediately. When your account is terminated, any User Content you have uploaded to the Services may remain on the Services. The license you grant to us in Section 7 therefore survives the termination of this Agreement. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 4, 6, 7, 10, 12, 15 and 17, and any representation or warranty you make in these Terms, shall also survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Project Remedy may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Project Remedy, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Project Remedy regarding your use of the Services, and supercede all prior or contemporaneous communications whether electronic, oral or written between you and Project Remedy regarding your use of the Services. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
- Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact us here:
Project Remedy Inc.