TERMS AND CONDITIONS OF USE
Last updated: October 15, 2021
These terms and conditions of use (“Terms”) constitute a legal agreement and are entered into by and between you (“User(s)”, “you(r)(s)”) and Clutch App Inc. (“Company,” “we,” “us,” “our”). These Terms govern your access to and use of the Company’s Clutch App available via download at the App Store, Google Play or www.clutchapp.ca (the “App”), including any content, functionality, and services offered on or through the App.
By using this App, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the App.
If you are using the App on behalf of a corporation, organization, government, or other legal entity, you represent and warrant to the Company that you have full power and authority to do so.
The App is not intended to be used by persons outside Canada. If you live outside Canada, do not use the App.
You are responsible for obtaining and maintaining all of the appliances, hardware and software that you may need to access and use the App. Without limiting the foregoing, the Instructor must obtain and maintain, and pay all charges, taxes and other costs and fees related to Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by the Instructor to access and use the App.
The App connects driving instructors (the “Instructor(s)”) with students (“Client(s)”) seeking driving lessons (“Services”). (Instructors and Clients are referred to collectively as “Users”.)
We serve only as a medium to connect Instructors and Clients, and as a limited payment collection agent for the Instructor to facilitate payment for Services on behalf of the Client through the App. In acting as the limited payment collection agent for Services, the Company disclaims any other agency or authority to act on behalf of the Instructor.
Clients and Instructors both acknowledge and agree that a legally binding contract with the other is formed when they agree on the terms of a Service. The Company is not a party to any such agreement, and the formation of an agreement for a Service will not, under any circumstances, create an employment or other service relationship between the Instructor and the Client.
Neither Instructors nor Clients have authority to enter into written or oral — whether implied or express — contracts on our behalf.
The App is licensed, not sold. As further outlined in the Intellectual Property Rights section below, the App is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution of the App, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
The Company does not perform Services and does not employ people to perform Services. The Company is not an employment agency service or business.
The Company does not provide or contract for Services; Instructors and Clients contract independently for the provision of Services.
Instructors on the App are independent businesses or contractors. Instructors provide Services under their own name or business name, and not under the Company’s name. Instructors set their own rates. The Company does not set Instructors’ hours or terms of work. The Company does not control or direct the Instructors’ performance of the Services or set their work locations or work hours. Instructors provide their own tools and supplies to perform their Services; the Company does not provide the tools or supplies. Instructors are free to maintain a clientele without any restrictions from us, and are free to offer and provide their services elsewhere, including through competing platforms.
All Users represent and warrant that:
You are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts;
You have the right, authority and capacity to agree to these Terms and to abide by the terms and conditions of these Terms, and that you will so abide;
You will respect the privacy (including without limitation private, family and home life), property, and data protection rights of other Users and will not record (whether video or audio or otherwise) any Service(s) or any interaction by or with any User and/or the Company in connection with the App without the prior written consent of the relevant User or us, as applicable;
You will fulfill the commitments you make to other Users, communicate clearly and promptly, be present and/or available at the time you agree upon for the Services, and only utilize the payment service provider approved by the Company to make or receive payment for services provided through the App;
You will act professionally and responsibly in your interactions with other Users;
When using or accessing the App, you will act in accordance with all applicable local, provincial, national, or international law or custom and in good faith;
Other than as fully and promptly disclosed in writing to the Company, you do not have any motivation, status, or interest that the Company may reasonably wish to know about in connection with the App, including without limitation, if you are using or will or intend to use the App for any journalistic, academic, investigative, or unlawful purpose.
Both Clients and Instructors must register with the App and create an account (an “Account”) to use the App. For Clients, you must use your true and accurate name and drivers’ licence information when signing up for an Account. Instructors must complete the Company’s Clutch Licensing requirements, which may include certification or accreditation as a driving instruction facility.
The Company has the right to restrict anyone from completing registration if such person may threaten the safety and integrity of the App, or if such restriction is necessary to address any other reasonable business concern.
Our registration process will ask you for information including your name, payment information and other personal information, and in registering for an Account, you agree to provide true, accurate, current and complete information about yourself as prompted by the App’s registration process and as requested from time to time by the Company (“Registration Data”).
You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the App, or otherwise advise us promptly in writing of any changes or updates to your Registration Data.
You further consent and authorize us to verify your Registration Data as required for your use of and access to the App.
We reserve the right to suspend or terminate the Account of any User who provides inaccurate, untrue, or incomplete Registration Data, or who fails to comply with the account registration requirements.
By creating an Account with the Company, Users are granted a limited, non-exclusive, royalty-free license to use the App provided by the Company subject to the restrictions set forth in these Terms and any other restrictions stipulated to you by us in writing.
Once you create an Account, you shall receive a unique user identification and password in connection with your Account (“Account ID(s)”). You are required to select an appropriate and non-offensive Account ID. Ideally, the Account ID you choose will be a reasonably descriptive name that clearly identifies you. We reserve the right to remove or reclaim any Account ID if we believe, in our sole discretion, the Account ID is inappropriate, offensive or confusing or potentially violates the rights of a third party (such as when a trademark owner provides notice that an Account ID is similar to the trademark and the Account ID does not closely relate to the User's actual name or trademark rights).
You are the sole authorized user of your Account. You agree to maintain your Account solely for your own use. You agree that you will not allow another person to use your Account ID to access or use the App under any circumstances.You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by the Company for accessing the App.
You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. The Company has no control over the use of any User’s Account and expressly disclaims any liability derived therefrom. We are not liable for any harm caused by or related to the theft of your Account ID, your disclosure of your Account ID, or your authorization to allow another person to access or use the App using your Account ID. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to notify the Company immediately.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information to us aware of these risks.
If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, and any of your transactions with law enforcement.
Instructors who have an Account may create a profile and list their Services on the App.
This Agreement does not provide any right for Instructors to be offered any business whatsoever, at any time. It is understood that no promises or representations whatsoever have been made as to the potential number of Clients or the amount of Client business Instructors can expect at any time.
Nothing in this Agreement shall be interpreted as requiring Instructors to offer Services on this App exclusively to or its Clients. Instructors remain free to provide Services on any other platform to third parties.
The Services provided by Instructors shall include preparation of educational content including educational material.
Users who are interested in an Instructor’s Services will click on the Services description and review the content of the Services, as well as the Instructor’s prices and reviews.
If a User wishes to become a Client of an Instructor, they must click or otherwise indicate that they wish to enter a contract for Services. If they do, the App will connect the Instructors and the Clients in a contract on the App.
Instructors agree to provide the Services to the Client at the scheduled dates and times agreed upon by the parties for the Services.
It is possible that a scheduling conflict may occur that requires the Instructor to reschedule your Services.
Booking Services using the App is not a guarantee that the Instructor will honor the reservation as scheduled.
If a Client cancels an order for Services, we will do our best to arrange a refund from the Instructor, but we cannot guarantee a refund. Kindly contact us at firstname.lastname@example.org if you have a cancellation request for Services.
For any bookings of Services that you fail to attend, the Instructor shall be entitled to a no-show fee of a minimum of 15% of the original fee for the Services.
If you cancel or do not show for a booking for Services, you will be charged a cancellation fee, and your credit card may still be charged in accordance with the cancellation policy of the Instructor.
If the Instructor cancels or fails to attend any booked Service, we will provide the Client a credit on her/his account for the amount paid for the Service, which they may apply to any future bookings, or, if no further bookings are made, which they may request us to refund.
Instructor understands and agrees that his or her work and educational content material is subject to review by the Company. Instructors shall collaborate with the Company in ensuring the mutual goal of providing a high-quality education experience for Clients.
Instructors shall collaborate at all times with the Company in order to fully implement the terms of this Agreement, organize, publicize and hold any and all Services that may be planned or scheduled, and shall provide promotional materials including but not limited to biographies, curriculum vitae, photographs and summary educational content.
Instructor agrees to inform the Company immediately and in due time of any problems or issue concerning any scheduled Service, including any event that may compromise any scheduled Service.
Instructors must report all incidents that occur during their Services, immediately and without delay to the Company. An incident is any adverse event relating to the Client.
Instructors shall respond in a timely fashion to communication from the Company.
For a successful booking, the App will then charge the Client for the fees for the Instructor’s Services, plus any applicable sales taxes, and will remit the fees to the Instructor.
Clients will be asked to pay us a fee for the Services (“Instructor Fee”). Payments are provided by STRIPE.
Once the Client pays us for the Services and the related charges, we remit the Instructor Fee to the Instructor via direct deposit.
The Company shall then pay to Instructor 85% of the pre-tax Instructor Fee or part thereof that is collected by the Company.
Barring unforeseen circumstances beyond the control of the Company. Instructors shall receive their remuneration five (5) to ten (10) business days after the first class of the Services, by means of a direct bank deposit.
No other amounts but those provided for herein shall be paid to the Instructor, for any of the Services promised in this Agreement.
The Company reserves the right to offset any amounts owed by Instructor to the Company against any amounts due by the Company under this Agreement.
The Company reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the payment service processor to do so.
While the Company takes what it believes to be reasonable efforts to ensure secure transmission of your information to third parties who assess and process payments, the Company is not responsible for any fees or charges assessed by third parties or any errors in the processing of payments by third parties, including any errors that result from third-party negligence, improper transmission of payment information, your mistaken submission of payment information, or your submission of erroneous payment information.
We may decide not to authorize or settle any transaction that you submit to us if we believe in our sole discretion that the transaction is in violation of these Terms or any other the Company agreement, or that it exposes other Users, the App or the Company to harm. “Harm” includes fraud and other criminal acts as determined by the Company in our sole discretion.
“User Generated Content” is defined as any information and materials you provide to the App or the Company, its corporate partners, or other Users in connection with your registration for and use of the App and participation in promotional campaigns, including without limitation the information and materials posted or transmitted for use in Public Areas (defined below).
You are solely responsible for User Generated Content; we act merely as a passive conduit for your online distribution and publication of your User Generated Content.
You acknowledge and agree that the Company is not involved in the creation or development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content.
Further, you acknowledge and agree that the Company has no obligation to monitor or review User Generated Content, but reserves the right to limit or remove User Generated Content if it is not compliant with these Terms.
We reserve the right to remove or hide any User Generated Content from the App, at our sole discretion.
You hereby represent and warrant to the Company that your User Generated Content:
will not be false, inaccurate, incomplete or misleading;
will not be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items;
will not infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality;
will not violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy);
will not be defamatory, libelous, malicious, threatening, or harassing;
will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors;
will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
will not claim or suggest in any way that you are employed or directly engaged by or affiliated with the Company or otherwise purport to act as a representative or agent of the Company; and
will not create liability for the Company or cause the Company to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.
The App hosts User Generated Content relating to reviews and ratings of specific Users (“Feedback”). The Company encourages you to give objective, constructive and honest Feedback about Instructors and Services.
Feedback is your opinion and not the opinion of the Company, and has not been verified or approved by the Company.
You agree that the Company is not responsible or liable for any Feedback or other User Generated Content. The Company is not obligated to investigate any Feedback for accuracy or reliability or to consider any statements or materials posted or submitted about any Feedback but may do so at its discretion.
You may request removal of Feedback that violates these Terms by contacting us at email@example.com.
In order to operate the App, the Company may need to make certain use of your User Generated Content. Therefore, by posting, uploading or submitting User Generated Content to the App, or making available for inclusion in publicly accessible areas of the App, any text, images, photos, graphics, audio or video, including any content protected by intellectual property rights, you represent that you have full authorization to do so.
You agree not to post any images containing written text or text overlays. Images may not have symbols or text-images anywhere in the photo, including but not limited to shapes, logos, or emoticons, etc. We reserve the right to remove or hide or change any images without notice.
You grant the Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, reproduce, modify, adapt, publicly perform, publicly display and make derivative works of such User Generated Content in connection with the App and any services or products affiliated with the App, regardless of the form of media used or of whether such services or products now exist or are developed in the future.
This license exists only for as long as you elect to continue to include such User Generated Content on the App and will terminate at the time such User Generated Content is removed from the App by you or by the Company; provided that the license will not terminate and will continue notwithstanding any removal of the User Generated Content or termination of your use of the App to the extent that the Company needs to use such User Generated Content in connection with any investigation or in compliance with any laws.
When you delete User Generated Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed User Generated Content may persist in backup copies for a reasonable period of time (but will not be available to others).
The Company respects the personal and other rights of others, and expects you to do the same. The Company is entitled to identify a User to third parties who claim that their rights have been infringed by User Generated Content submitted by that User, so that they may attempt to resolve the claim directly. If you believe, in good faith, that any User Generated Content provided on or in connection with the App is objectionable or infringes any of its rights or the rights of others (e.g. counterfeiting, insult, invasion of privacy), you must notify the Company.
All Users agree not to:
send or otherwise post unauthorized commercial communications (such as spam) on the App;
collect other Users' content or information, or otherwise access the App, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
engage in unlawful multi-level marketing, such as a pyramid scheme, on the App;
upload viruses or other malicious code;
solicit login information or Account IDs or access an account belonging to someone else;
bully, intimidate, or harass any User;
develop, advertise or otherwise market alcohol-related or other mature content;
use the App to do anything unlawful, misleading, malicious, or discriminatory;
do anything that could disable, overburden, or impair the proper working of the App, such as a denial of service attack; or
facilitate or encourage any violations of these Terms.
The App may contain profiles, email systems, blogs, message boards, reviews, ratings, task postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to post User Generated Content or otherwise communicate with other Users.
You may only use Public Areas to post User Generated Content or otherwise send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the App, you should not share your personal contact information with other Users.
You understand that all post User Generated Content or other submissions made to Public Areas will be public and that you will be publicly identified by your name or Account ID when communicating in Public Areas. The Company will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.
Users shall not (i) modify or alter the App; (ii) create derivative works of the App; (iii) decompile, disassemble, decode or reverse engineer the App, translate the App or otherwise attempt to learn the source code, structure, algorithms or internal ideas underlying the App or reduce the App by any other means to a human perceivable form; or (iv) bypass, delete or disable any copy protection mechanisms or any security mechanisms.
You may terminate these Terms at any time by ceasing all use of the App and deactivating your Account.
The Company reserves the right, in its sole discretion, to terminate your Account if you violate these Terms or for any reason or no reason at any time.
Any termination of these Terms does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in these Terms.
All parts of these Terms which by their nature should survive the expiration or termination of these Terms shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms or your use of the App.
We may also suspend your access to the App and your Account (including the funds in your Account) if you:
have violated the terms of these Terms, any other agreement you have with the Company,
pose an unacceptable credit or fraud risk to us,
provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct, or
for any other reason at the Company’s sole discretion.
If your Account is terminated or suspended for any reason or no reason, you agree:
to continue to be bound by these Terms,
to immediately stop using the App,
that any licenses granted to you under these Terms shall end,
that we reserve the right (but have no obligation) to hide or delete all of your information and account data stored on our servers, and
that the Company shall not be liable to you or any third party for termination or suspension of access to the App or for deletion or hiding of your information or account data.
You agree that the Company may retain and use your information and account data as needed to comply with investigations and applicable law.
We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the App.
We may change, modify, suspend, or discontinue all or any part of the App at any time, with or without reason.
You acknowledge that the App may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and the Company shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the App.
The Company has no obligation to maintain or update the App or to continue producing or releasing new versions of the App. We will make reasonable efforts to keep the App operational 24 hours a day/7 days a week, except for:
planned downtime (of which we will endeavor to provide at least 8 hours prior notice); or
any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
To make sure we are able to provide a service to our Users and customers, we need to make sure our pages are accurate and up-to-date. To help us do so, you agree to:
keep your Registration Data and contact information accurate and up-to-date; and
keep your Account IDs and Account information confidential and to not share your login information or Account IDs, let anyone else access your Account, or do anything else that might jeopardize the security of your Account.
As long as their Account is in good standing with the Company, the Company grants to Users a non-exclusive, non-transferable, revocable license to use the App and other technology supplied by the Company solely for the purposes of listing their Services or seeking driving instruction Services from an Instructor.
Instructor agrees that the Company may refer to Instructor by name and use any trademark owned by Instructor in the Company’s marketing materials and App. Instructor understands and acknowledges that the Company does not certify or endorse, and has no obligation to certify or endorse, any of Instructor’s Services.
All educational, biographical and personal content provided by the Instructor remains Instructor’s sole property, and Instructor hereby grants to the Company a limited, royalty-free, non-exclusive licence to use those materials for promotional purposes, free of charge.
All Users acknowledge that:
all right, title and interest in and to the App, and all patents, copyrights, trade secrets, trademarks, trade names, service marks, slogans, logos, other trade-identifying symbols and other proprietary rights embodied therein or associated therewith, are and shall remain with the Company or its third party licensors;
no right or interest in the App is conveyed other than the limited licenses granted herein;
the App is protected by copyright and other intellectual property laws; and
the Company asserts that the App and related applications embody valuable confidential and secret information of the Company or its licensors, the development of which required the expenditure of considerable time and money.
The App contains content and technology of the Company that is protected by copyright, trademark, patent, trade secret and other laws. The Company owns intellectual property rights to any protectable part of the App, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, the “Company Property”).
You may not copy, modify, or reverse engineer any part of the App or Company Property.
Any other trademarks, service marks, logos and/or trade names appearing via the App are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
The Company respects the intellectual property of others. The Company may, in appropriate circumstances and at its discretion, disable and/or terminate the Accounts of Users who the Company, in its determination, believes have repeatedly infringed others' rights.
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Company’s copyright agent via email to firstname.lastname@example.org:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
description of where the material that you claim is infringing is located on the site, including a URL;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized or consented to by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is completely accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.
The term “Confidential Information” shall mean Company Property and any and all of Company trade secrets, confidential and proprietary information, and all other information and data of the Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other confidential information relating to the Company or the Company’s business, operations or properties, including information about the Company’s staff, Users or partners, or other business information disclosed or obtained directly or indirectly in writing, orally or by drawings or observation.
You acknowledge that Confidential Information is a valuable, special and unique asset of the Company and agree that you will not, for the lifetime of your Account on the App plus 10 years thereafter, disclose, transfer, or use (or seek to induce others to disclose, transfer or use) any Confidential Information that you may receive for any purpose other than use of the App in accordance with these Terms. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall promptly notify the Company in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall return all originals and any copies of any and all materials containing Confidential Information to the Company promptly upon deactivation of your Account or termination of these Terms for any reason whatsoever.
The Company does not control the quality, suitability, reliability, timing, durability, legality, failure to provide, or any other aspect whatsoever of any Services provided by Instructors nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Instructors.
The Company makes no representations or warranties whatsoever with respect to Services offered or provided by Instructors or requested by Clients through the App, whether in public, private, or offline interactions, or about the accreditation, registration or licensing of any Instructor.
The Company does not assume any responsibility for the accuracy or reliability of this information or any information provided through the App.
The Company does not verify or confirm that any User is who they claim to be or is accurately representing themselves and does not verify or confirm any representations with respect to Services on the App.
The Client must decide whether an Instructor is suited to such Client's needs and should exercise caution and common sense to protect their personal safety and property, just as they would when interacting with any stranger.
THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, SUITABILITY, RELIABILITY, TIMING, DURABILITY, LEGALITY, OR ANY OTHER ASPECT OF SERVICES OFFERED OR PROVIDED BY INSTRUCTORS OR REQUESTED BY CLIENTS THROUGH USE OF THE APP WHETHER IN PUBLIC, PRIVATE, OR OFFLINE INTERACTIONS OR ABOUT THE ACCREDITATION, REGISTRATION OR LICENSE OF ANY INSTRUCTOR.
COMPANY MAKES NO WARRANTY THAT (I) ANY SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE APP WILL BE CORRECTED, OR (IV) THAT THE APP OR ANY SERVER THROUGH WHICH YOU ACCESS THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE APP OR FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
YOUR USE OF THE APP IS AT YOUR SOLE RISK. YOU ARE FULLY AND SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND YOU AGREE THAT IT IS SOLELY YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH OTHER USERS AND IN THE PROVISION OR RECEIPT OF SERVICES. WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE APP. WE ARE UNDER NO OBLIGATION TO, AND DO NOT ROUTINELY, SCREEN OUR USERS, INQUIRE INTO THE BACKGROUND OF OUR USERS OR ATTEMPT TO VERIFY INFORMATION PROVIDED BY ANY USER. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE INFORMATION THAT YOU POST ON THE APP OR THROUGH THE APP OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS.
IT IS POSSIBLE FOR OTHERS TO OBTAIN PERSONAL INFORMATION ABOUT YOU DUE TO YOUR USE OF THE APP OR PURCHASE OF SERVICES, AND THAT THE RECIPIENT MAY USE SUCH INFORMATION TO HARASS OR INJURE YOU. WE ARE NOT RESPONSIBLE FOR THE USE OF ANY PERSONAL INFORMATION THAT YOU DISCLOSE ON THE APP OR THROUGH THE PURCHASE OF SERVICES. YOU UNDERSTAND THAT IN USING THE APP, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD-PARTY INFRASTRUCTURE THAT IS NOT UNDER OUR CONTROL (SUCH AS THIRD-PARTY SERVERS). WE MAKE NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURE.
The Company is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by any User that are deceptive, fraudulent or otherwise invalid as determined in the Company’s sole discretion (“Fraudulent Actions”).
By using the App, you hereby release the Company from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify the Company of any Fraudulent Actions which may affect the App.
The Company reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in, Fraudulent Actions.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE APP; (II) SERVICES FACILITATED BY THE APP OR ANY INTERACTIONS BETWEEN USERS, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY) OR ANY DISPUTE WITH ANY USER; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE APP; (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF THE APP OR YOUR DATA OR TRANSMISSIONS; OR (V) ANY OTHER MATTER RELATING TO THE APP.
COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS RELATED TO OR ARISING FROM USE OF THE APP. BECAUSE COMPANY IS NOT INVOLVED IN THE ACTUAL INTERACTIONS BETWEEN INSTRUCTORS AND CLIENTS OR IN THE PROVISION OF ANY SERVICES, YOU HEREBY RELEASE AND FOREVER DISCHARGE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, ARISING FROM OR RELATED TO ANY DISPUTE OR INTERACTIONS WITH ANY OTHER USER, WHETHER ONLINE OR IN PERSON, WHETHER RELATED TO THE PROVISION OF SERVICES OR OTHERWISE.
You and the Company both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the App or these Terms must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
You agree to defend, indemnify and hold harmless the Company and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney's fees) arising from or relating to: (i) your use of and access to the App; (ii) Services facilitated by the App or any interaction between you and another User; (iii) your violation of any term of these Terms; (iv) your violation of any rights of a third party, including without limitation any copyright, intellectual property, or privacy right; or (v) any third-party claims or damages relating to death, personal injury or emotional distress arising from or related to use of the App. These defense and indemnification obligations will survive the termination of these Terms and your use of the App.
The Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of these Terms and all referenced and/or incorporated exhibits or policies, programs and guidelines. the Company will endeavor to notify you of any material changes by email, but will not be liable for any failure to do so. If any future changes to these Terms are unacceptable to you or cause you to no longer be in compliance with these Terms, you must terminate, and immediately stop using, the App.
Your continued use of the App following any revision to these Terms constitutes your complete and irrevocable acceptance of any and all such changes.
The Company may assign these Terms or any other agreement with you in whole or part at any time.
These Terms and the relationship between you and the Company shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions. You and the Company agree to submit to the personal and exclusive jurisdiction of the courts of Toronto.
Any failure of the Company to enforce or exercise a right provided in these Terms is not a waiver of that right.
Should any provision of these Terms be found invalid or unenforceable, the remaining terms shall still apply.