Updated: Jul 16, 2019
Acceptance of the Terms and Conditions of Use
These terms and conditions of use for XapCard web and mobile applications (collectively, the “Platform”) , constitute a legal agreement and are entered into by and between you and XapCard Inc. (“Company”, “we” , “us”, “our”). The following terms and conditions of use, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these “Terms and Conditions”), govern your access to, and use of, the Platform, including any and all content, functionality, products and services offered on or through the Platform. For the purposes of these Terms and Conditions, the word “content” includes any text, photographs, images, graphics, animations, software, source code, apps, specifications, audio files, videos, articles, blogs, trademarks, logos and other information or materials available through the Platform.
The Platform is designed and intended for use by adults. If you are under 18, you may use the Platform only with involvement of a parent or legal guardian. If you are a parent or legal guardian, you must monitor and supervise the use of the Platform by children, minors and others under your care. You agree to be responsible for their use of the Platform. By using the Platform, you represent and warrant that you are lawfully able to enter into contracts. If you do not meet all of our eligibility requirements, you must not access or use the Platform.
Modifications to these Terms and Conditions and to the Platform
We reserve the right in our sole discretion to revise and update these Terms and Conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to, and continued use of, the Platform. You agree to periodically review these Terms and Conditions to be aware of any such modifications. Your continued use of the Platform shall constitute your acceptance of the then-current Platform terms and conditions.
The content on the Platform and the Platform itself may be changed, withdrawn or terminated at any time in our sole discretion without notice to you or any other user. We will not be liable if for any reason all or any part of the Platform is restricted to you or any other user or is unavailable at any time or for any period.
The Platform is a communications platform designed for business purposes to enable users of the Platform to connect with other users of the Platform. Other than making the Platform available, the Company does not itself provide any services or products. The Platform merely provides a medium through which users of the Platform may connect with other users of the Platform. You acknowledge that we do not supervise, direct or control any users of the Platform. You hereby acknowledge and agree that we cannot and do not guarantee that any connections you make with other users of the Platform as a result of your use of the Platform will be positive, safe, truthful and accurate. The Company shall not be liable to you or any other individual or entity for any claims, injuries, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to any and all connections, meetings, interactions and correspondence made by or for you as a result of your use of the Platform. You agree to use caution in all interactions with other users of the Platform, especially if you decide to communicate off the Platform or meet in person.
THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM, AND WILL NOT BE LIABLE FOR ANY CLAIMS, INJURIES, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING REASONABLE LEGAL FEES) ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY USER OF THE PLATFORM
You may be permitted to access the Platform using your mobile device and the Platform may allow you to receive messages on your mobile device (collectively “Mobile Features”). Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge its standard messaging, data and other fees to enable you to use the Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply. You should also contact your mobile device carrier with any other questions regarding the Mobile Features.
You acknowledge that your use of the Platform using the Mobile Features is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the Platform operates. We shall not be liable to you if you do not have a compatible mobile device or if you download the wrong version of the Platform for your mobile device. The Company reserves the right to terminate your use of the Platform should you be using the Platform with an incompatible or unauthorized device.
Your Use of the Platform and Account Set-Up and Security
You are responsible for obtaining your own access to the Platform and for the Platform’s availability and performance. You are required to ensure that all persons who access the Platform through your internet connection are aware of, and comply with, these Terms and Conditions. You are responsible for any security breaches or performance issues relating to accessing the Platform.
The Platform may require user registration and creation of a XapCard. In these Terms and Conditions, a “XapCard” means the account page and victual business card you create for (and about) yourself by using the Platform for the purposes of being viewed by other users of the Platform. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, true, unaltered, current, accurate and complete. Unless otherwise indicated by us in writing, each registration is for a single user only.
Any username, access codes or any other piece of information chosen by you or provided to you as part of our security procedures must be treated as confidential, and you must not disclose such information to any other individual or entity. You must exercise caution when accessing your account from a public or shared device so that others are not able to view or record your access code or other personal information. You understand and agree that should you be provided with an account through the Platform, your account is personal to you and you agree not to provide any other individual or entity with access to the Platform or portions of it using your username, access code or other security information. You agree to notify us immediately of any unauthorized access to, or use of, your username or access code or any other breach of security. You also agree to ensure that you logout from your account with the Platform at the end of each session. You are responsible for any access code misuse or any unauthorized access.
We reserve the right at any time and from time to time, to disable or terminate your account, any username, access code or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including, but not limited to, your violation of any provision of these Terms and Conditions. Upon termination or disablement of your account, we will not provide you with any refunds or credits of any kind whatsoever. If we disable or terminate your account for any reason, you are prohibited from registering and creating a new account under your name or email address, a fake or borrowed name or the name of any third party, even if you may be acting on behalf of the third party.
You are prohibited from attempting to circumvent and from violating the security of the Platform including without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting the Platform owner’s ability to monitor the Platform; (f) using any robot, data mining, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the Platform content; (g) introducing any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (h) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; (i) attempting to decompile or reverse engineer any software contained on the Platform; and (j) otherwise attempting to interfere with the proper working of the Platform. You may not use any network monitoring or discovery software to determine the site architecture or extract information about usage or users.
You will provide us with such proof of identity as we may reasonably request from time to time. By providing us with your telephone number and using the Platform, you agree that we may, to the extent permitted by applicable law, use your mobile telephone number for calls and, if such telephone number is a mobile number, for text (SMS) messages, in order to assist with facilitating your use of the Platform. Standard call or message charges or other charges from your telephone carrier may apply to calls or text (SMS) messages we send you. You may opt-out of receiving text (SMS) messages from us by replying with the word “STOP” to a text message. You acknowledge that opting out of text (SMS) messages may impact your ability to use the Platform.
By using the Platform, you expressly consent and agree to accept and receive communications from us, including via text (SMS) message, calls and push notifications to the cellular telephone number you provided to us. By consenting to being contacted by us, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages, sent by or on behalf of the Company, its affiliated companies and/or other users of the Platform, including but not limited to: operational communications concerning your account or use of the Platform, updates concerning new and existing features on the Platform, communications concerning promotions run by us and news concerning the Company and industry developments. You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Platform.
Intellectual Property Rights and Ownership
You understand and agree that the Platform and its entire content, features, Interactive Functions and functionality, including but not limited to all displays, design, presentation, selection and arrangement, are owned by the Company, its licensors or other providers of such content, features, Interactive Functions and functionality and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret and any other proprietary rights. We claim copyright in the Platform to the fullest extent allowed by applicable law.
The Company name, the Company logo and all related names, logos, product and service names, designs, images and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on the Platform are the trademarks of their respective owners. Use of any such marks, except as expressly authorized in writing, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.
You may only use the Platform for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the content on our Platform, in any form or medium whatsoever except:
You are not permitted to modify copies of any content from the Platform nor to delete or alter any copyright, trademark or other proprietary rights notices from copies of content from the Platform. You must not access or use any part of the Platform or any services, products or content available through the Platform for any commercial purposes.
If you print, copy or download any part of the Platform in breach of these Terms and Conditions, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the content you have made. You have no right, title or interest in or to the Platform or to any Platform content, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark and other intellectual property laws.
Conditions of Use, User Submissions and Platform Content Standards
As a condition of your access to, and use of, the Platform, you agree that you may use the Platform only for lawful purposes and in accordance with these Terms and Conditions.
The following content standards apply to any and all content you submit, post, publish, display or transmit (collectively, “submit”) to the Platform, to other users or other persons (collectively, “User Submissions”) and any and all Interactive Functions. It is your responsibility to ensure that any and all User Submissions comply with all applicable federal, provincial, local and international laws, rules and regulations. You hereby acknowledge and agree that any and all User Submissions may be viewed by other users of the Platform and may be viewed by any person visiting or using the Platform
Without limiting the foregoing, you warrant and agree that your use of the Platform and any User Submissions shall not:
The list of prohibitions above provides examples and is not complete, exhaustive or exclusive. The prohibitions listed above do not require the Company to monitor, police or remove any User Submissions or other information submitted by you or any other user. It is your responsibility to ensure that your use of the Platform and any User Submissions do not violate the prohibitions above.
You agree to comply with all applicable privacy and data protection regulations. Further, you agree to not use the Platform to send us sensitive information where unauthorized disclosure could cause any harm or impact to us or any other individual or entity.
User Submissions: Grant of License
The Platform may contain Interactive Functions allowing User Submissions on or through the Platform.
We will not be subject to any confidentiality requirements or obligations with respect to any and all User Submissions that you submit to the Platform. By providing any User Submission to the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to a world-wide, royalty free, perpetual, irrevocable and non-exclusive license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such content for any purpose and/or to incorporate such content into any form, medium or technology throughout the world without compensation to you. You waive any moral rights or other rights of authorship as a condition of submitting any User Submission.
By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the license hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns and to comply with these Terms and Conditions. You represent and warrant that all User Submissions comply with all applicable laws and these Terms and Conditions.
You understand and agree that you, not the Company, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its correctness, truthfulness, currency, accuracy and completeness. We are not responsible or legally liable to you or any third party for the User Submissions or the correctness, truthfulness, currency, accuracy and completeness of any User Submissions submitted by you or any other user of the Platform.
Platform Monitoring and Enforcement; Suspension and Termination
We reserve the right, without provision of any notice to you, to:
YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, INJURIES, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING REASONABLE LEGAL FEES) RESULTING FROM ANY ACTION OR PROCEEDING TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation and no responsibility to monitor the Platform or its use, and we do not and cannot undertake to review any and all User Submissions that you or other users submit to the Platform. We cannot ensure prompt removal of objectionable content after it has been posted and we have no liability for any action or inaction regarding any User Submissions submitted by you or any other user.
Communications Not Confidential
It is our policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your content, information, ideas, suggestions or other materials are similar to those we have developed or are developing independently. Accordingly, we do not accept unsolicited content, information, ideas, suggestions or other materials, and take no responsibility for any content, information, ideas, suggestions or other materials so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions or other materials, you further agree that we are free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever and in our sole discretion, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.
Terms of Sale
You are solely responsible and liable for all activities, including, without limitation, all purchases of products and services through the Platform that occur under your account or your account access code. All product and service sales from the Platform are governed by any terms of sale that may be posted on the Platform. By ordering and/or accepting any products and/or services purchased through the Platform, you agree to be bound by these Terms and Conditions. You should review these Terms and Conditions each time you make a purchase.
We reserve the right, in our sole discretion, to charge fees for the use or purchase of, or access to, any products, services or content offered through the Platform, at any time and from time to time.
IF ANY SERVICES, PRODUCTS OR MERCHANDISE BECOME UNAVAILABLE FOR WHATEVER REASON AFTER AN ORDER IS ACCEPTED, WE MAY TERMINATE THE ORDER BY GIVING YOU WRITTEN NOTICE. IN SUCH EVENT, WE WILL CONTACT YOU TO ARRANGE FOR A REFUND OR PROVISION OF CREDIT AGAINST FUTURE PURCHASES. You are obligated to pay in full for the services and products requested through the Platform including any ancillary costs and expenses at the prices in effect when such charges are incurred. You hereby authorize us to charge you for such amounts. We will use third party services to process credit card information. No refunds or credits will be provided once your account has been charged. You will be liable for all transaction taxes on the products and services purchased through the Platform. We reserve the right to charge different amounts for the same or similar products and services depending on your location and depending on the frequency of purchase of such products and/or services.
Your Payment Responsibilities
Details of pricing plans and pricing options are set out on the Services page of the Platform, and it is your responsibility to be familiar with such plans and options. You must select a payment method to pay for any product or service purchased by you from the Company. You must give us accurate billing and payment information and keep this information up-to-date through the “Billing” area on the Platform. You agree to pay us for all charges incurred under your account, including all applicable taxes, fees and surcharges. You authorize us or our third-party service providers to charge your designated payment method for these charges. If we do not receive payment from your designated payment method, you agree to pay all amounts due upon demand by the Company. You must notify us about any billing problems or discrepancies no later than 30 days after they first appear on your account statement. If you do not bring any billing problems or discrepancies to our attention within 90 days, you agree that you waive your right to dispute such billing problems or discrepancies and we will be under no obligation to address any such billing problems or discrepancies.
Payment processing services for the services and products purchased from the Company are provided by a third party and you agree to provide us with accurate and complete information about you and you authorize us to share it and other transaction information related to your use of the payment processing services provided by such third party.
The content on our Platform is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from taking, any action on the basis of the content on the Platform. Many factors unknown to us may affect the applicability of any content contained on the Platform to your particular circumstances and any use of the content contained on the Platform is at your own risk. The content contained on the Platform is not intended to be a substitute for professional advice. Always seek professional advice with any specific questions you may have. Never disregard professional advice or delay in seeking it because of something you have read on the Platform. Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete, reliable or up to date. Your use of the Platform is at your own risk and the Company has no responsibility or liability whatsoever for your use of the Platform. The Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the individual or entity providing such content. Such content does not necessarily reflect the opinion of the Company. The Company is not responsible, or liable to you or any other party, for the content or accuracy of any third-party content.
Electronic Delivery Policy
The Company, as an online business, transacts with the users of the Platform electronically. WHEN YOU REGISTER WITH THE PLATFORM, YOU CONSENT TO RECEIVE ELECTRONICALLY FROM US ANY PRIVACY OR OTHER NOTICES, AGREEMENTS, DISCLOSURES, REPORTS, DOCUMENTS, COMMUNICATIONS OR OTHER RECORDS (COLLECTIVELY, “NOTICES”). You agree that we generally can send you electronic Notices in either or both of the following ways: (a) to the e-mail address that you provided to us during registration; or (b) we may post Notices on the Platform. You acknowledge and agree that any electronic communication in the form of such email or posting on the Platform shall satisfy any legal requirement that such communication be in writing. You must check your designated e-mail address regularly for Notices. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice, when you receive it or whether you actually receive the Notice. Your only method of withdrawing consent to receive Notices electronically is to terminate any registrations, subscriptions or services provided through the Platform. You must have a personal device or a computer with an internet browser and internet e-mail software to access electronic communications. You will need a printer attached to your device to print any Notices. You can retrieve an electronic copy and a printable version of these Terms and Conditions by clicking on the “Terms and Conditions” link located at the bottom of each web page of the Platform.
Third Party Websites
For your convenience, the Platform may provide links or pointers to third-party websites. We make no representations about any other websites that may be accessed from the Platform. If you accessed a third-party website as a result of your use of the Platform, including but not limited to, Google, Instagram, Twitter, LinkedIn, Facebook, and other sites, you agree to adhere to the Terms of Service of all such third-party websites. If you choose to access any such website, you do so at your own risk. We have no control over the content of any such third-party websites, and accept no responsibility for such websites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party websites. Any reference on the Platform to any product or service by trade name, trademark, hypertext link or otherwise is provided to you for your convenience only and does not constitute or imply its endorsement or recommendation by the Company.
Such links to third party websites from the Platform, may include links to certain social media features that enable you to link or transmit certain limited content from the Platform. You may only use these features when they are provided by us and solely with respect to the content identified. Such features and links to third party websites are subject to any additional terms and conditions we provide with respect to such features.
You may link to our homepage only, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. The Platform must not be framed on any other website, nor may you create a link to any part of the Platform other than the homepage. We reserve the right to withdraw linking permission from you or any other user without notice. It is your responsibility to ensure that the website in which you are linking complies in all respects with these Terms and Conditions. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.
The owner of the Platform is based in the Province of Ontario in Canada. The Platform is not intended for use in any jurisdiction where its use is not permitted. If you access the Platform from any country other than Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES, PRODUCTS, MERCHANDISE OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES, PRODUCTS, MERCHANDISE OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER THE COMPANY NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS MAKE ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE PLATFORM OR ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES, PRODUCTS, MERCHANDISE OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENT ON THE PLATFORM.
We cannot and do not guarantee or warrant that content available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Platform and your device, internet and data security. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE EQUIPMENT, DEVICE PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES, MERCHANDISE OR PRODUCTS FOUND OR ATTAINED THROUGH THE PLATFORM OR DUE TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON THE PLATFORM, OR ON ANY WEBSITE LINKED TO IT.
Limitation on Liability
UNDER NO CIRCUMSTANCE WILL THE COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, MISREPRESENTATION, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OR HAD REASON TO KNOW OR IF IT WAS REASONABLY FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, INABILITY TO USE OR RELIANCE ON, THE PLATFORM, ANY LINKED WEBSITES OR SUCH OTHER THIRD PARTY WEBSITES, OR ANY CONTENT THEREON. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, THE COMPANY’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND ACCESSING THE PLATFORM. REMEDIES UNDER THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE PLATFORM EXCEED THE LESSER OF $10 OR THE TOTAL AMOUNT YOU PAID TO THE COMPANY IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM MUST BE BROUGHT WITHIN TWO (2) YEARS OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its affiliates and their respective directors, officers, shareholders, employees, agents, service providers, representatives, contractors, licensors, suppliers, successors and assigns from and against any claims, injuries, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms and Conditions, your use of the Platform and the use of the Platform by your agents, contractors, employees, servants, licensees, representatives, trustees, assignees, heirs and any other individual or entity who used or logged into your account pertaining to the Platform including, but not limited to, User Submissions, third party websites, any use of the Platform’s content, the services and/or products purchased from the Company and any other services and products other than as expressly authorized in these Terms and Conditions.
Governing Law and Jurisdiction
Any action or proceeding arising out of or relating to the Platform and under these Terms and Conditions will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and you and the Company irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. Before you can commence any action or proceeding arising out of or relating to the Platform and these Terms and Conditions, you must first give us an opportunity to resolve such matter by emailing us at [email protected] and provide us with the following information: (a) your name; (b) your address; (c) a written description of your claim; and (d) a description of the specific relief you seek.
No waiver by the Company under these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of the Company. No failure to exercise, or delay in exercising, any right, remedy, power or privilege of the Company arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege of the Company hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
REPORTING AND CONTACT
The Platform is operated by XapCard Inc.
Should you become aware of misuse of the Platform including libelous or defamatory conduct, you must report it to the Company at [email protected].
All other feedback, comments, requests for technical support and other communications relating to the Platform should be directed to [email protected].
Last updated on July 16, 2019.