TRADESPECIFIX Digital Media Corp. (“TRADESPECIFIX”, “we” or “us”) operates the TRADESPECIFIX mobile application (the “Application”) and related website. By using the Application in any way, you accept these terms and conditions of use (“Terms”, or “Agreement”). If you do not wish to be bound by these Terms, do not use the Application. Please read these carefully before you start to use the Application.
“Data” means any information that is submitted through the Service.
“User(s)” means any person who uses the Service.
“User Account” means that part of the Service containing
information about a User.
“Service(s)” means the service provided by TRADESPECIFIX through the Application and related website.
1. ACCEPTANCE OF TERMS
2.1 Using the Application requires the use of TRADESPECIFIX’s software, which may be hosted on servers or downloaded onto your
device, or both. This software is licensed, not sold. This Agreement grants you the right to use the software in connection with the
Service, but no other rights. For example, you may not modify, alter or tamper with the software (including without limitation the removal
of any copyright or other proprietary notices) or create any derivative works of the software, or reverse engineer, decompile or
disassemble any portion of the software. You may not lease, sell or otherwise transfer the software to others.
2.2 TRADESPECIFIX retains all rights in the software, including all patent, copyright, trade secret, trademark and other proprietary
rights. You will not derive and may not assert any title or interest in or to such software.
3.1 For use of the Service on a payment or subscription basis, the following terms apply, unless we notify you otherwise in writing:
3.2 The Service is billed in advance on a monthly or annual basis, depending on the pricing option selected, and is non-refundable, unless otherwise provided by TRADESPECIFIX. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account.
4. USE WITH YOUR MOBILE DEVICE
4.1 Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
4.2 TRADESPECIFIX makes no warranties or representations of any kind, express, statutory or implied as to:
5. USER ACCOUNTS
5.1 By registering to use the Services, you will create a username and password. You will be entirely responsible for maintaining the confidentiality and security of this password, the email address and mailing address, your username and any other security information related to the User Account. You will be responsible for all activities that occur under your User Account.
6. CONTENT AND USE OF THE SERVICES
6.1 The Application may allow you and other Users to post, link, store, share and otherwise make available certain information, texts, graphics or other materials (“Content”). You are responsible for all Content that you post to the Application, including its legality, reliability, and appropriateness.
6.2 If you post Content, you represent and warrant that:
a) you own the User Content or you have the right to use it; and
b) the posting of your User Content on or through the Application does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
6.3 You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
6.2 You shall not, and shall not permit any Users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of TRADESPECIFIX or could subject TRADESPECIFIX to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in TRADESPECIFIX’s opinion, is prohibited under this Agreement; (v) any other activity that places TRADESPECIFIX in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an TRADESPECIFIX system or network or to breach TRADESPECIFIX’s security or authentication measures, whether by passive or intrusive techniques. TRADESPECIFIX reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.
6.3 The Services may include a community forum or other social features to exchange Content and information with other Users of the Services and the public. TRADESPECIFIX does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other Users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which TRADESPECIFIX is not responsible.
6.4 You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant TRADESPECIFIX a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to TRADESPECIFIX in any way.
6.5 TRADESPECIFIX may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect TRADESPECIFIX or its Users, or operate the Services properly. We, in our sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of these Terms.
7. YOUR RESPONSIBILITY FOR DATA
7.1 You acknowledge and agree that you, and not TRADESPECIFIX, are responsible for all Data produced by you or anyone else who may access the Services under your User Account, and that you have the authority to enter any Data produced by you.
7.2 You agree to comply with all laws and regulations in connection with your use of the Services, including, but not limited to, laws with respect to personally identifiable information sent or received by you, all privacy laws and regulations.
7.3 It is your responsibility to ensure that you have the right to use the Services where you are located. You agree that you have all the rights, licenses, and permissions from third parties to use, reproduce, publish, and display Data belonging to others.
8. TRADESPECIFIX’S RESPONSIBILITY FOR DATA
8.1 You acknowledge that all Data entered by you shall not be retained by TRADESPECIFIX. If you terminate or delete the Application, all of your Data will be deleted. TRADESPECIFIX assumes no responsibility for the deletion of or failure to store your Data.
8.2 TRADESPECIFIX may make periodic backups of Data. In the event of system failure, TRADESPECIFIX will use its best efforts to recover and restore the most current and complete Data available.
8.3 TRADESPECIFIX will use commercially reasonable efforts to maintain the privacy of the Data stored in the system.
9. SERVICE FEATURES, AVAILABILITY AND SUPPORT
9.1 TRADESPECIFIX cannot guarantee the availability of the Service in all countries and it may not be available for use in any particular location. You are responsible for following the laws in your state or country.
9.2 TRADESPECIFIX may periodically make modifications to its features or any Services to comply with laws and regulations, or may make periodic Service upgrades which will include both new functionality and fixes for problems.
9.3 TRADESPECIFIX is under no obligation to provide technical support under the terms of this Agreement, and we give no assurance that any specific errors or discrepancies in the Service will be corrected.
10. DISCLAIMER OF WARRANTIES
10.1 YOUR USE OF THE SERVICES, APPLICATION, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRADESPECIFIX, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. TRADESPECIFIX AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
10.2 TRADESPECIFIX, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
11. LIMITATION OF LIABILITY AND INDEMNITY
11.1 Because online services are inherently complex, TRADESPECIFIX cannot warrant that the Services will be entirely error-free or will operate without interruption. TRADESPECIFIX accepts no responsibility for the consequences of server unavailability, backups, software bugs or missing features.
11.2 You acknowledge that due to the complexity of software, it is possible that use of the Services software could lead to the unintentional loss or corruption of Data. You assume all risks of such Data loss or corruption; the warranties provided in this Agreement do not cover any damages or losses resulting from Data loss or corruption.
11.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF TRADESPECIFIX, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, TRADESPECIFIX, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET TRADESPECIFIX SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF TRADESPECIFIX AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF TRADESPECIFIX, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
11.4 You agree to indemnify and hold TRADESPECIFIX and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement
(collectively referred to as “Claims”). TRADESPECIFIX reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by TRADESPECIFIX in the defense of any Claims.
12.1 We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
12.2 We reserve the right to modify these Terms, in our sole discretion, at any time, and the modifications will be effective when posted on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review these Terms whenever we modify them because your continued use of the Services indicates your agreement to the modifications.
13. THIRD PARTY CONTENT
13.1 In your use of the Service, you may access content from third parties (“Third Party Content”), either via the Service or through links to third party websites. We do not control Third Party Content and make no representations or warranties about it. We do not endorse or accept any responsibility for any Third Party Content. Third Party Content is subject to the privacy and security policies of those third parties, which may differ substantially from our privacy policies. You acknowledge and agree that Third Party
Content is the sole responsibility of the authors or sites displaying such Third Party Content and under no circumstances will we be liable in any way for any Third Party Content, including, without limitation, any inaccuracies, errors or omissions in any Third Party Content or any losses, liabilities or damages of any kind arising out of or incurred as a result of the use of any Third Party Content. You agree that you must evaluate, and bear all risks associated with Third Party Content, including, without limitation, profiles of other Users.
14. PROPRIETARY RIGHTS
14.1 TRADESPECIFIX owns and retains all proprietary rights in the Service and Application, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Service contains the copyrighted material, trademarks, and other proprietary information of TRADESPECIFIX. You agree not to copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
15. DISCLAIMER OF USE
15.1 Any information that may be provided by TRADESPECIFIX is for informational purposes only and is not intended to replace or substitute any professional advice. TRADESPECIFIX makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Service.
15.2 You acknowledge that the Service is not a payroll system and you agree to take full responsibility to validate the accuracy of Data produced by the Service when used by you for your own payroll or billing purposes.
16.1 TRADESPECIFIX may provide you with notices, including those regarding changes to these Terms, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings in the Service. Such notices may not be received if you violate these Terms by accessing the Service in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Service in an authorized manner.
17.1 These Terms will remain in full force and effect while you use the Service and/or have a User Profile. You may terminate your account at any time by deleting the Service from your device.
17.2 You acknowledge and agree that we, in our sole discretion, may terminate your access to the Service for any reason, including, without limitation, your breach of these Terms. You understand and agree that we are not required, and may be prohibited, from disclosing to you the reason for termination of your access to the Service. You acknowledge and agree that any termination of your access to the Service may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your User Profile and bar any further access to the Service. Further, you acknowledge and agree that we will not be liable to you or any third party for any costs or damages of any kind for or resulting from any termination of your access to our Service.
17.3 Upon termination of this Agreement, the rights and licenses granted under this Agreement shall immediately terminate and you shall immediately cease using any software, related documentation, and all other items that are proprietary to TRADESPECIFIX.
18. GOVERNING LAW
18.1 These Terms, the Service and the Application, shall be governed by the law of the Province of British Columbia.
19.1 All disputes, controversies, causes of action (“Disputes”), including, without limitation, Disputes arising from or relating to these Terms (including the interpretation, breach, termination and invalidity thereof) or the relationship that results from these Terms
shall be resolved by binding arbitration by a single independent and impartial arbitrator pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc.
19.2 WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND TRADESPECIFIX ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE
RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
20.2 Any license of TRADESPECIFIX software or purchase of TRADESPECIFIX services and support are made pursuant solely to the terms and conditions of this Agreement. Notwithstanding the content of any purchase order, sales order, sales confirmation, or any other printed or pre-printed document relating to the subject matter herein, the terms and conditions contained in this Agreement shall take precedence over any contract or other document between you and TRADESPECIFIX, and shall be incorporated by reference into any subsequent purchase order, sales order, or contract, and any conflicting, inconsistent, or additional terms and conditions contained therein shall be null and void.
20.3 If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.
20.4 You may not assign or transfer this Agreement to anyone without written approval of TRADESPECIFIX. However, TRADESPECIFIX may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by TRADESPECIFIX or (c) a successor by merger. Any assignment in violation of this Section shall be void.