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Member Agreement

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THIS AGREEMENT is entered into between you for and on behalf of yourself and the Person (as defined herein) you represent (“you”, “your”, “yourself”, and words of like meaning) and Red Dot Digital Inc. (the “Company”, “us”, “we”, “our”, and words of like meaning) and sets out the terms and conditions that apply to the use of the Platform (as defined herein) by you. The Platform is owned and operated by the Company and made available to you subject to your compliance with the terms and conditions of this Agreement. This Agreement constitutes a binding legal agreement between you and the Company. This Agreement must be read in conjunction with the Terms of Use and Privacy Policy, each of which is incorporated into by reference and forms an integral part of this Agreement. Unless and only to the extent otherwise expressly provided in this Agreement, if there is any conflict or inconsistency between this Agreement and the Terms of Use or Privacy Policy, the terms and conditions of this Agreement will govern to the extent necessary to resolve such conflict or inconsistency. Please read this Agreement together with the Terms of Use and Privacy Policy in their entirety carefully, as they contain important information about your legal rights, remedies, and obligations, and be sure to occasionally check back for updates, amendments, and modifications.
BY MARKING THE “I AGREE” CHECKBOX OR BY CLICKING THE “I AGREE” BUTTON OR BY ACCESSING THE PLATFORM (OR ANY PORTION THEREOF) IN ANY MANNER WHATSOEVER, YOU: (A) REPRESENT AND WARRANT TO AND IN FAVOUR OF THE COMPANY THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (B) COVENANT AND AGREE THAT YOU FREELY ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE THE PLATFORM (OR ANY PORTION THEREOF).
ARTICLE 1 – INTERPRETATION
1.1 Definitions. In this Agreement, the following terms will have the respective meanings indicated below:
  1. “Agreement” means this Member Agreement together with the Terms of Use and Privacy Policy and any other Company policies applicable to your use of the Platform, as updated, amended, restated, supplemented, or otherwise modified from time to time;
  2. “Agreement” means this Member Agreement together with the Terms of Use and Privacy Policy and any other Company policies applicable to your use of the Platform, as updated, amended, restated, supplemented, or otherwise modified from time to time;
  3. “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction, or judicial, arbitral, administrative, ministerial, or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time that applies to this Agreement, the Platform, the Content, Your Content, any Member Contract, the Member Services of any other Member, or either Party, or is otherwise intended to govern or regulate any Person, property, transaction, activity, event, or other matter in connection therewith, including any rule, order, judgment, directive, or other requirement or guideline issued by any governmental or regulatory authority in any jurisdiction;
  4. “Application” means the Company’s proprietary application and application program interface for mobile devices, tablets, and other smart devices, by way of which the Company makes the Services available;
  5. “CASL” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada), otherwise known as Canada’s Anti-Spam Legislation;
  6. “CEM” means “commercial electronic message”, as such terms is defined under CASL;
  7. “Charge” means any fee, charge, cost, or expense (other than the Fees) payable by you in connection with this Agreement, any Member Contract, or any agreement, document, or instrument ancillary hereto or thereto, the Platform, or any Member Service or Match;
  8. “Claim” means any actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral, or investigative claim, demand, allegation, action, suit, investigation, or proceeding, or any other claim or demand;
  9. “Company Mark” means any trademark, corporate name, business name, or other trade name of the Company, including B2BEE™, B2BEEMATCH™, B2BEEMATCH.COM™, RED DOT™, RED DOT DIGITAL™, RED DOT DIGITAL INC.™, and any and all logo, word script, and design versions thereof, in each case, whether registrable or not, owned, or used by the Company or any of its affiliates;
  10. “Company Property” means: (a) the Platform and the associated look and feel, architecture, layout, interface, templates, and web pages, and any and all associated source code or object code or other code that supports the Platform or any part thereof; (b) any and all Content, including any and all: (i) logos, designs, graphics, images, photographs, artwork, and other artistic works; (ii) editorial content, text, data, and other literary works; (iii) musical works, performances, and other sounds; (iv) videos and all audio-visual works; and (v) selections, arrangements, compilations, modifications, and enhancements of any of the foregoing; (c) any and all tangible and intangible property and Intellectual Property of the Company or any of its affiliates or licensed to the Company or any of its affiliates by any Person, including you (excluding your personal information and the personal information of your Representatives); (d) the Company Marks; (e) any and all other proprietary products, services, technology, software, source code, object code, systems, materials, functionality, databases, screen formats, report formats, techniques, materials, methodology, and know-how of the Company or any of its affiliates or licensed to the Company or any of its affiliates by any Person; (f) any and all information or data of the Company or any Member (other than you); (g) any and all Feedback; (h) any and all changes, customizations, patches, bug fixes, releases, modifications, developments, new features, functions, or enhancements in respect of any of the foregoing; (i) any and all information or data generated by or from any of the foregoing (other than your information or data); and (j) any and all Intellectual Property rights in any of the foregoing;
  11. “Content” means any and all content provided by the Company or any other Person (other than you) by way of the Platform, including editorial content, personal profiles, articles, publications, written materials, pictures, videos, information, events, data, and information related to the Platform or Third-Party Services;
  12. “Event of Default” has the meaning given to it in Section 14.1 (Events of Default);
  13. “Fee” means any fee payable by you to the Company in connection with this Agreement, any agreement, document, or instrument ancillary hereto, the Platform, or any Member Service, Match, Match Modification, or Match Cancellation, including Match Cancellation Fees, Match Modification Fees, and any other amounts owing by you to the Company;
  14. “Feedback” means any and all feedback, suggestions, comments, recommendations, ideas, and materials for improvement provided by you or any of your Representatives to the Company or any of its affiliates or any Third-Party Service Provider or any of their respective Representatives regarding the Platform or the Member Services provided by any other Member (or any portion thereof);
  15. “Force Majeure Event” means an event or occurrence beyond the reasonable control of the Company, including acts of God, action by any governmental authority (whether valid or invalid), fires, flood, wind storms, explosions, riots, natural disasters, wars, sabotage, labour problems (including lock-outs, strikes, and slow-downs), court order, or injunction;
  16. “Intellectual Property” means any and all: (a) proprietary rights anywhere in the world provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, trade secret law, or any other statutory provision or common law principle which may provide a right in: (i) ideas, formulae, algorithms, concepts, inventions, technologies, software, data compilations, drawings, specifications, confidential business information, procedures, or know-how generally, including trade secrets; or (ii) the expression or use of such ideas, formulae, algorithms, concepts, inventions, technologies, software, data compilations, drawings, specifications, confidential business information, procedures, or know-how; and (b) applications, registrations, licences, sub-licences, franchises, agreements, or any other evidence of a right in any of the foregoing;
  17. “Licence” has the meaning given to it in Section 2.2 (Licence);
  18. “Loss” means any loss, liability, or damage (including taxes and related penalties) and any related costs or expenses, including reasonable legal fees on a full indemnity basis, and expenses and costs of litigation, settlement, judgement, appeal, interest, and penalties;
  19. “Match” means a confirmed match between you or any of your products or services and another Member or any Member Service confirmed by way of the Platform;
  20. “Member” means any User that registers with the Company for a Member Account by way of the Platform;
  21. “Member Account” means your B2BEEMATCH member account in connection with the Platform, called “My Account”;
  22. “Member Contract” means any contract, agreement, document, instrument, terms and conditions, or policies and procedures entered into between you and any other Member relating to the use of a specific Member Service;
  23. “Member Dashboard” means a secure page of the Platform, in which you can create, update and otherwise modify, remove, and manage your Member Profile, including details regarding your products and services, your preferences, compliance status, matches, product and service needs, projects, and other elements;
  24. “Member Profile” means your B2BEEMATCH public member profile page on the Platform;
  25. “Member Service” means any product or service offered or made available by any Member other than you;
  26. “Membership” means your B2BEEMATCH membership plan, which may be renewable on a monthly or annual basis;
  27. “Party” means either you or the Company, as applicable, and “Parties” means both you and the Company;
  28. “Payment Method” means a valid financial instrument that you have added to your Member Account, including a valid credit card, debit card, Third-Party Payment Processor account, or other method of payment acceptable to the Company (in its sole discretion);
  29. “Person” will be broadly interpreted and means any individual, corporation, partnership, limited partnership, limited liability corporation, association, unincorporated association, trustee, trust, or other entity or organization;
  30. “Platform” means the Site, the Application, and the Services;
  31. “Privacy Policy” means the Company’s Privacy Policy set out in the Platform;
  32. “Representative” means a director, officer, employee, personnel, contractor, subcontractor, agent, or professional advisor of a Person;
  33. “Service” means any service to be provided by the Company pursuant to this Agreement or associated with the Site or the Application;
  34. “Site” means the Company’s website, the URL in respect of which is www.b2beematch.com, together with any other website by way of which the Company makes the Services available, including any domains or subdomains thereof;
  35. “Taxes” means any and all sales, use, value added, or other taxes, federal, provincial, state, or otherwise, however designated (including HST, GST, and PST), which are levied or imposed by reason of the Platform or any transaction contemplated by this Agreement, including with respect to Matches and the Member Services of any other Member and any and all associated fees and charges, except for any taxes based on the Company’s net income;
  36. “Terms of Use” means the Company’s Terms of Use set out in the Platform;
  37. “Third-Party Payment Processor” means any Person engaged by the Company to process payments for or on behalf of the Company, including with respect to the Fees or Charges or any associated Taxes;
  38. “Third-Party Service” means any product or service of, or provided or made available by, any Person (other than either Party) in connection with the Platform, Services, or Member Services, including websites, applications, content, advertisements, promotions, communications, information, or resources;
  39. “Third-Party Service Provider” means any Person (other than either Party) providing or making available any Third-Party Service, including any Third-Party Payment Processor;
  40. “User” means any user of the Platform (or any portion thereof);
  41. “Virus” means any programming code, programming instruction, or set of programming codes or instructions (including any code typically described as a virus or by similar terms, including Trojan horse, worm, or backdoor) intentionally designed to disrupt, disable, harm, interfere with, or otherwise adversely affect computer programs, data files, or operations, or that otherwise manifests contaminating or destructive properties or has harmful effects;
  42. “Your Content” means any and all content provided by you by way of the Platform, including written materials, pictures, videos, information, data, and other materials, including your personal information; and
  43. “Your Contributed Content” means any and all of Your Content, other than your personal information or information you provide that is specifically required by mandatory fields on the Platform for you to obtain a Member Account.
1.2 Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder”, and similar expressions refer to this Agreement and not to any particular Article, Section, or other portion of this Agreement and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement.
1.3 Extended Meanings. In this Agreement, unless the context requires otherwise, words importing the singular include the plural and vice versa, words importing gender include all genders, and the terms “include” and “including” will also mean “include without limitation” and “including without limitation” respectively.
1.4 Currency. Unless and only to the extent otherwise expressly provided in this Agreement or on the Platform, all dollar amounts referred to in this Agreement or on the Platform are stated in United States Dollars (USD).
1.5 Statute References. Any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated, or re-enacted from time to time.
1.6 Privacy Policy. For information about how the Company collects, uses, and shares personal information, please review the Company’s Privacy Policy.
1.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, and understandings, written or oral, between the Parties. Except as otherwise expressly provided in this Agreement, there are no representations, warranties, conditions, other agreements, or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement. The execution of this Agreement has not been induced by, nor does either Party rely upon or regard as material, any representations, warranties, conditions, other agreements, or acknowledgements not expressly made in this Agreement.
ARTICLE 2 – LICENCE AND SCOPE OF SERVICES
2.1 Platform. The Platform is an online marketplace that enables Members (as well as certain Third-Party Service Providers) to connect, communicate, and transact directly with each other in order to make Matches and access and use each other’s Member Services. You acknowledge and agree that:
  1. the Company, as the provider of the Platform, does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Member Services;
  2. if you enter into a Member Contract, you are entering into a contract directly with the other Member and not with the Company;
  3. the Company is not, and will not become, a party to or other participant in any contractual relationship between you and any other Member (including any Member Contract); and
  4. you will be solely responsible and liable for obtaining any software, hardware, or equipment required or desirable for you to access and use the Platform, and for any associated costs and expenses, including any and all mobile devices, data plans, and computer and Internet fees.
2.2 Licence. Subject to the terms and conditions of this Agreement, during the Term, the Company grants to you a non-exclusive, personal, non-transferable, non-sublicensable, revocable right and licence to access and use the Platform and Content only for your own internal business purposes (the “Licence”). All rights and licences not so expressly granted are expressly reserved by the Company. You may access and use the Platform and Content only in accordance with the terms and conditions of this Agreement and Applicable Law.
2.3 Services. Subject to and in accordance with the terms, restrictions, and conditions of this Agreement, during the Term, the Company will use commercially reasonable efforts to provide the Services.
2.4 Maintenance, Upgrades, and Availability. The Company may restrict the availability of the Platform or certain areas or features thereof, as the Company may determine, in its sole discretion, is necessary or desirable, including in view of capacity limits, the security or integrity of the Platform, our servers, third-party servers or capabilities, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. The Company may improve, enhance, and modify the Platform and introduce new Services at any time and from time to time.
2.5 CEMs and CASL. You acknowledge and agree that, in connection with providing you with access to and use of the Platform, Matches, Member Services, and Third-Party Services, and for promotional purposes, the Company may, or may be required to, send you and your Representatives CEMs. Message and data rates may apply with respect to CEMs. If you change your mobile phone service provider, you might have to re-enroll with the Company in order to receive future CEMs. The Company reserves the right to stop sending CEMs at any time. By entering into this Agreement or by accessing or using the Platform (or any portion thereof), you provide the Company with your express consent to send CEMs to you and your Representatives. You may withdraw such consent at any time by providing the Company with written notice of such withdrawal. You may at any time opt out of or unsubscribe from CEMs by replying to any CEM from the Company with the word “UNSUBSCRIBE” or by clicking on the “unsubscribe” link and following the prompts and instructions, which opt-out will become effective within seven (7) days. You acknowledge and agree that, if you opt out of or unsubscribe from receiving CEMs:
  1. it may prevent you from receiving information necessary to properly access and use the Platform or Member Services; and
  2. the Company may still send you and your Representatives CEMs, provided that such CEMs are sent in accordance with CASL.
ARTICLE 3 – MEMBER REGISTRATION AND MEMBERSHIP
3.1 Member Account. In order to access and use the Services or any Member Service by way of the Platform, you must register with the Company for a Member Account and purchase your Membership. You can register for your Member Account by way of the Platform. You must provide valid, accurate, current, and complete information during the process of registering your Member Account and creating your Member Profile and Member Dashboard, and you must keep your Member Account, Member Profile, and Member Dashboard information valid, accurate, current, and complete at all times. You represent and warrant to and in favour of the Company that you have the authority to legally bind yourself and the Person you represent and to grant us all permissions and licences provided in this Agreement. You may not register more than one (1) Member Account unless the Company authorizes you to do so in writing. You may not assign or otherwise transfer your Member Account to any Person without the express written consent of the Company. You have the ability to cancel your Member Account at any time by notifying us via email to contact@b2beematch.com or via the Contact page of the Platform. You will immediately notify the Company via email to contact@b2beematch.com or via the Contact page of the Platform if you know or have any reason to suspect that your Member Account credentials have been lost, stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of your Member Account. You acknowledge and agree that:
  1. the information in your Member Profile is public and available to other Members;
  2. you are solely responsible for maintaining the confidentiality and security of your Member Account and Member Account credentials, including your username and password and you will not disclose your Member Account credentials to any Person; and
  3. you are liable for any and all activities conducted through your Member Account.
3.2 Membership. When you register for your Member Account, you will be required to purchase a Membership. Your Membership gives you the ability to access and use the Platform, subject to the terms, restrictions, and conditions of this Agreement. You will have the option to purchase either a monthly Membership or an annual Membership. The initial term of your Membership will begin on the date you accept and agree to this Agreement and, unless terminated earlier in accordance with this Agreement, will continue for a period of one (1) month, in the case of a monthly Membership, or one (1) year, in the case of an annual Membership. The first fourteen (14) days of your Membership is a free trial period, during which you may terminate this Agreement and your Membership at any time for convenience and without reason, penalty, or liability by providing notice of such termination to the Company, and in such circumstances you will be reimbursed for any and all Fees paid by you up to the effective date of such termination. Unless terminated earlier in accordance with this Agreement, upon completion of the initial Membership period, your Membership will thereafter automatically renew for successive one (1)-month renewal periods, in the case of a monthly Membership, or one (1)-year renewal periods, in the case of an annual Membership, and the Company will charge your Payment Method the monthly or annual Fee, as applicable, at the then current Fees. If you wish to cancel or terminate your Membership, such cancellation or termination may only be made effective as of the end of the then current month, in the case of a monthly Membership, or then current year, in the case of an annual Membership, and you must notify the Company at least five (5) business days in advance of the end of the then current month or year, as applicable, that you wish to cancel or terminate your Membership before it renews in order to avoid the Company charging your Payment Method the Fees for the following month or year, as applicable.
3.3 Payment Method. In order to register for a Member Account, create your Member Profile and Member Dashboard, purchase your Membership, and receive any Services, you must provide the Company with your Payment Method. When you add your Payment Method to your Member Account, you will be asked to provide the Company with customary billing information, such as name, billing address, and financial instrument information, for use by the Company or Third-Party Payment Processors to process payments in connection with the Platform. Your billing address must be the same as your shipping address. You will be required to provide the Company with valid, accurate, current, and complete information when adding your Payment Method, and to update and correct your Payment Method as required to ensure that your Payment Method is at all times valid, current, complete, and accurate. If your Payment Method changes as a result of re-issuance or otherwise, we may acquire that information from third parties and update your Payment Method on file in your Member Account. You authorize the Company to store and use any and all information you provide for use in maintaining your Payment Method and charging your Payment Method for any and all Fees, Charges, and associated Taxes. You acknowledge and agree that:
  1. you are solely responsible for the accuracy and completeness of your Payment Method;
  2. failure to maintain valid, current, complete, and accurate information in your Payment Method may result in your inability to access and use the Platform, the Services, Matches, or Member Services;
  3. the Company is not responsible for any Claims or Losses suffered by you as a result of incorrect Payment Method provided by you, or otherwise in connection with your Payment Method; and
  4. the Company may use Third-Party Payment Processors to access, hold, use, and process your Payment Method for the purpose of payments made by you to the Company and, in such circumstances, the processing of payments or refunds, as applicable, will be subject to the terms and conditions of the applicable Third-Party Payment Processor and, if applicable, your credit card issuer.
3.4 Background Checks. We may make enquiries we consider necessary to help verify or check your identity or to prevent fraud. You authorize the Company to screen you and your Representatives against third-party databases and other sources and to request reports from Third-Party Service Providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money-laundering regulations. This may include requiring you to provide documentation, including a form of government identification (e.g., driver’s licence or passport), your date of birth, your address, corporate registrations, certificates and/or articles of incorporation, and other information; requiring you to take steps to confirm ownership of your email address or Payment Method; or screening your information against third-party databases. The Company reserves the right to close, suspend, or limit your access to the Platform in the event we are unable to obtain or verify any of this information.
ARTICLE 4 – RESTRICTIONS ON ACCESS AND USE OF PLATFORM
4.1 Restrictions on Registering a Member Account. In order to access and use the Platform or register a Member Account, you must be at least 18 years old and the Person you represent must be a duly organized and validly existing legal entity in good standing under the laws of the jurisdiction in which it is established, and both you and the Person you represent must able to enter into legally binding contracts.
4.2 Restrictions on Access and Use of Platform. You agree to use the Licence and Platform only as expressly set out in and permitted by this Agreement. Without limiting the generality of the foregoing, unless and only to the extent otherwise expressly permitted by this Agreement or in writing by the Company, you will not, on your own or with any other Person, directly or indirectly:
  1. access or use the Platform or any other Company Property (in whole or in part) in any way or for any purpose that violates Applicable Law or any of the terms and conditions of this Agreement or is not expressly permitted by this Agreement;
  2. access or use the Platform or any other Company Property (in whole or in part) for any purpose that violates the rights of the Company, any other Member, or any other Person;
  3. access or use any portion of the Platform or other Company Property that is not expressly authorized for use by you;
  4. access or use the Platform or any other Company Property (in whole or in part) for any purpose or in any manner that falsely implies the Company’s endorsement of you, or a partnership with the Company, or otherwise misleads others as to your affiliation or relationship with the Company;
  5. exploit the Platform or any other Company Property (in whole or in part), including by trespass or burdening network capacity;
  6. reproduce the Platform or any other Company Property (in whole or in part) in any form or by any means;
  7. make available, distribute, display, post, disseminate, publish, republish, transmit, re-transmit, communicate to the public, or broadcast the Platform or any other Company Property (in whole or in part);
  8. permit any other Person to use the Licence or Platform or any other Company Property (in whole or in part) or re-licence or sublicence the Licence (in whole or in part) to any Person;
  9. use the Platform (in whole or in part) in the operation of a service bureau, or to process or permit to be processed the information or data of any Person;
  10. copy, store, or otherwise access or use any information, including the personal information of any other Member or of any other Member’s Representatives, contained on or accessible by way of the Platform, in any way that is inconsistent with this Agreement (including our Privacy Policy) or that otherwise violates Applicable Law or the privacy rights of any Person (including any Member);
  11. use the Platform in connection with the transmission or distribution of unsolicited CEMs in violation of Applicable Law (including CASL);
  12. contact any other Member for any purpose other than specifically related to your Match, any Member Services, or any of your products or services, or such other Member’s use of the Platform, including recruiting or otherwise soliciting any Member to join, access, or use any service, application, or website (other than the Platform);
  13. make a Match, if you will not actually be using the corresponding Member Services yourself or if you will not actually be providing the corresponding products or services yourself;
  14. use the Platform to request or make a Match independent of the Platform, to circumvent any Fees, or for any other reason whatsoever;
  15. request, accept, or make any payment (including with respect to Fees, Charges, or associated Taxes) outside of the Platform or this Agreement;
  16. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation or otherwise engage in any violent, harmful, abusive, or disruptive behavior;
  17. integrate any software with the Platform or any software associated with the Platform;
  18. modify, copy, duplicate, virtualize, mirror, create derivative works of, reverse engineer, decompile, disassemble, translate or otherwise exploit the Platform, the Platform’s architecture, layout, or design, any associated web page or form contained thereon, any associated software or source code, or any other Company Property (in whole or in part), including make use of any data schemas or dictionaries, or attempt to do any of the foregoing or allow or enable any Person to do the same;
  19. scrape, whether by way of screen scraping or database scraping, the Platform or any other Company Property (in whole or in part), or use any robot, spider, or crawler, or otherwise interact with the Platform or engage in any other activity intended to collect, store, reorganize, summarize, or manipulate any Company Property (in whole or in part), whether by automatic or manual programs, means, or processes;
  20. avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by the Company or any Person for or on behalf of the Company to protect the Platform;
  21. take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of the Platform or any associated software;
  22. sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to the Platform or any other Company Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;
  23. dilute, tarnish, or otherwise harm the Company’s brand or reputation in any way, including through unauthorized use of the Platform or any Company Property, registering or using the Company or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering or using domain names, trade names, trademarks, or other source identifiers that closely imitate or are confusingly similar to the Company’s domains, trademarks, taglines, promotional campaigns, or any other Company Property; or
  24. violate or infringe any Person’s rights (including Intellectual Property rights) or otherwise cause harm, injury, illness, or death to any Person or any Losses to any tangible or intangible property.
4.3Restrictions on Access and Use of Member Services. You agree to access and use the Member Services of other Members only as expressly set out in and permitted by this Agreement and the applicable Member Contract. Without limiting the generality of the foregoing, unless and only to the extent otherwise expressly permitted by this Agreement or the applicable Member Contract or in writing by the Company or the applicable Member, you will not access or use any such Member Service (in whole or in part) in any manner or for any purpose that violates Applicable Law or contravenes any of the terms and conditions of this Agreement, any Member Contract or any agreement, document, or instrument in connection herewith or therewith.
4.4 Compliance with Applicable Law. You acknowledge and agree that you are solely responsible and liable for compliance with Applicable Law and any and all Tax obligations that may apply to your use of the Platform, the Services, or any Member Service. You will not breach or circumvent any Applicable Law, this Agreement, or any agreement with any other Person, including any Member Contract.
4.5 Compliance with Privacy Law. You acknowledge and agree that all personal information is owned by individuals, may be protected by Applicable Law and will not be used, accessed, or disclosed in any way by you without the applicable individual’s consent. To the extent that you collect, use, store, disclose, dispose of, or otherwise handle personal information in the course of performing your obligations pursuant to this Agreement or the Platform, you will do so in accordance with Applicable Law.
4.6 Customer Passwords. You will control and maintain the security of all identification codes and passwords used by you and your Representatives in relation to the Platform and access to the Platform, including your Member Account credentials, be solely responsible for all instructions, commitments, and other actions or communications taken under such identification codes or passwords and promptly report to the Company any errors or irregularities in the Platform or any unauthorized use of any part thereof.
4.7 Member Contracts. You acknowledge and agree that, as between the Company and other Members, the applicable other Member is solely responsible and liable for any and all Member Contracts and Member Services and for identifying, understanding, and complying with any and all Applicable Laws that apply to Member Contracts and Member Services. If you have questions about how any Applicable Law applies to a Member Contract or the Member Services of any other Member, you should seek independent legal advice and guidance. You agree to be bound by and comply with any and all Member Contracts you enter into.
4.8 Other Member Content. Other Members may upload, post, or otherwise share Content by way of the Platform. All such Content belongs to the Member who shared such Content. You do not have nor will you acquire any rights in relation to the Content of other Members, and you may only use the personal information of other Members to the extent that such use complies with this Agreement and Applicable Law. Unless and only to the extent otherwise expressly permitted by this Agreement or the applicable Member Contract, you may not use any Content or personal information of any other Member for commercial purposes, to spam, harass, or make unlawful threats. We reserve the right to terminate this Agreement or cancel, suspend, or limit your access to the Platform or your Member Account, the Platform, the Services, or any Member Service (or any portion thereof) if you misuse the Content or personal information of any other Member.
4.9 Your Content. The Platform allows for you to upload, post, or otherwise share Your Content to the Platform. You acknowledge and agree that Your Content may be visible to third parties, including other Members and any Person accessing or using the Platform. The Company reserves the right to remove, edit, limit, or block access to any of Your Content at any time, and it will have no obligation to display or review Your Content. You are solely responsible and liable for Your Content. You acknowledge and agree that you will not post, upload, or otherwise share any content to the Platform that:
  1. contains language or imagery that could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy any other Person;
  2. is obscene, pornographic, violent, or otherwise may offend human dignity;
  3. is abusive, insulting, threatening, or discriminatory, or promotes or encourages racism, sexism, hatred, or bigotry;
  4. encourages any illegal activity, including terrorism, or incites racial hatred or the submission of which in itself constitutes committing a criminal offence;
  5. is defamatory or libelous;
  6. unless and only to the extent otherwise expressly permitted by this Agreement, relates to commercial activities, including sales, competitions, and advertising, or links to other websites or premium-line telephone numbers;
  7. involves the transmission or distribution of unsolicited CEMs in violation of Applicable Law (including CASL);
  8. contains any spy ware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage, limit the functionality of, or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse, or any other material designed to damage, interfere with, wrongly intercept, or expropriate any data or personal information whether from the Company or otherwise;
  9. itself, or the posting of which, infringes any Person’s rights (including Intellectual Property rights and privacy rights); or
  10. shows another Person and was created or distributed without that Person’s express consent.
4.10 Your Licence. By sharing Your Content to the Platform, you represent and warrant to and in favour of the Company that you have all necessary rights and licences to do so, and automatically grant the Company a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish Your Contributed Content in any way, without notice or compensation to you and without your approval, including editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, marketing, promoting, distributing, and otherwise making available to the general public Your Contributed Content, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that the Company may assign, transfer, or sub-licence the above licence to any Person without notice or compensation to you and without your approval.
4.11 Other Restrictions. The Company may make your access to and use of the Platform or certain areas or features of the Platform subject to additional conditions and requirements, including your proper completion of verification processes, your meeting of specific quality or eligibility criteria, your meeting of review or rating thresholds, or your Member history. The access to or use of certain areas and features of the Platform may be subject to separate policies, standards, or guidelines, or may require that you accept additional terms and conditions before you can access the relevant areas or features of the Platform. If there is a conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions applicable to a specific area or feature of the Platform, the latter terms and conditions will take precedence to the extent necessary to resolve any such conflict or inconsistency with respect to your access to or use of that area or feature, unless and only to the extent otherwise specified in the latter terms and conditions.
4.12 Third-Party Features. You acknowledge and agree that the Company may from time to time enable features that allow you to authorize other Members or certain Third-Party Service Providers to take certain actions that affect your Member Account, including to enable you to link your Member Account to businesses and take actions for those businesses. These features will not require that you share your Member Account credentials with any other Person. No Person (other than you) is authorized by the Company to ask for your credentials, and you shall not request the Member Account credentials of another Member.
4.13 Third-Party Interactions. In connection with your access and use of the Platform, the Services, and Member Services, you may enter into correspondence with or purchase or participate in Third-Party Services. You acknowledge and agree that Third-Party Service Providers may require your agreement to additional or different terms and conditions prior to your access to or use of Third-Party Services, and that any such activity and any terms and conditions in connection therewith are solely between you and the applicable Third-Party Service Provider. The Company may rely on advertising and marketing supplied through the Platform by Third-Party Service Providers to subsidize the Platform or Services. By agreeing to this Agreement, you expressly consent to receive such advertising and marketing. If you do not want to receive such advertising and marketing, you must notify us in writing via email to contact@b2beematch.com or via the Contact page of the Platform. The Company reserves the right to charge you a higher fee for the Platform should you choose not to receive these advertising services. This higher fee, if applicable, will be posted on the Platform or communicated to you by email.
4.14 Monitoring. You acknowledge and agree that the Company has the right, but no obligation whatsoever, to monitor your access to or use of the Platform and to review, edit, remove, and disable access to any Content or Your Content. You will cooperate with and assist the Company in good faith, and provide the Company with such information and take such actions as may be reasonably requested by the Company, with respect to any investigation undertaken by the Company or a Representative of the Company regarding the use or abuse of the Platform.
4.15 Reporting Inappropriate Behaviour. If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including anyone who engages in offensive, violent, or sexually inappropriate behaviour, whom you suspect of stealing from you, or who engages in any other disturbing conduct, you should immediately report such Member to the appropriate authorities and then to the Company by contacting us via email to contact@b2beematch.com or via the Contact page of the Platform. You agree that any report you make will not obligate us to take any action (beyond that required by Applicable Law, if any).
ARTICLE 5 – MATCHES
5.1 Matches. You can search for other Members and Member Services using the Platform’s search function or by browsing the Member Profiles and other Member Services listed on the Platform. Once you find another Member or Member Service you are interested in, you can connect with the other Member through the in-platform connecting feature. In order to make a Match, you may be required to agree to additional terms and conditions and/or to a Member Contract, which may include separate terms and conditions governing the use of the Member Services of the other Member.
5.2 Additional Information. You should carefully review the description of any other Member or Member Service you intend to create a Match with to ensure you meet any requirements that the other Member has specified. At your sole discretion, you may want to inform the other Member of any circumstances that may impact your access to or use of the Member Services of the other Member.
ARTICLE 6 – PAYMENT TERMS
6.1 Fees and Charges. The Fees are as set out on the Platform. The Company will have the right, in its sole discretion, to determine the Fees. You agree to pay the Company the Fees in accordance with the terms and conditions of this Agreement. You agree to pay the Company and/or the applicable third party any and all Charges in accordance with the terms and conditions of this Agreement or the applicable agreement, document, or instrument governing such Charges, as applicable.
6.2 Fee Changes. The Company reserves the right to change the Fees and Charges at any time and from time to time. You should review the Platform and this Agreement regularly for any such Fee changes. Fee changes will not affect any Memberships made prior to the effective date thereof until the renewal of such Memberships. For greater certainty, upon the renewal of any Membership, such renewal of such Membership will be subject to the payment of the then current Fees, as the Fees may have been revised or changed by the Company. You agree that all Fees, Charges, and other amounts payable pursuant to this Agreement are non-refundable, except and only to the extent otherwise provided in this Agreement.
6.3 Payment Authorization. You authorize the Company and our agents and Third-Party Service Providers to charge your Payment Method the Fees, Charges, and associated Taxes. You hereby agree that you will not charge back, annul, or void any payment transactions for Fees, Charges, and associated Taxes, except as and only to the extent permitted by Applicable Law.
6.4 Payment Terms. Upon or before the purchase or renewal, as applicable, of your Membership or any Services (including registering for a Member Account, creating a Member Profile, making any Matches, or engaging in any other transactions contemplated by this Agreement or the Platform), we or a Third-Party Payment Processor will invoice you and charge your Payment Method. Unless and only to the extent otherwise expressly provided in this Agreement, we will invoice and charge your Payment Method in advance of the renewal of your Membership or you receiving any Services. Invoiced amounts are due immediately upon the time and date of the invoice. Once the payment transaction for Fees is successfully completed, you will receive a confirmation email. If the Company is unable to collect from your designated Payment Method, you agree that the Company may charge any other Payment Method on file in your Member Account or otherwise collect payment from you or pursue any rights or remedies available to the Company.
6.5 Interest on Late Payments. Where you fail to pay any Fees or other amounts pursuant to and in accordance with the terms and conditions of this Agreement, the Company will have the right, in addition to any other rights or remedies available to it, to charge interest on such overdue amounts at the rate of the lesser of:
  1. one and one half percent (1.5%) per month calculated daily and compounded monthly from the date of the invoice; and
  2. the maximum rate of interest permitted by Applicable Law.
You agree to pay such interest in full.
6.6 Taxes. The Fees are exclusive of Taxes. In addition to the Fees and Charges and any other amounts payable pursuant to this Agreement or the Platform, you agree to pay any and all associated Taxes. Any failure of the Company to collect monies on account of such Taxes will not constitute a waiver of the Company’s right to do so.
6.7 Refunds. Any refunds or credits due to you pursuant to this Agreement will be initiated and remitted by the Company in accordance with the terms and conditions of this Agreement. The timing to receive any refund will vary based on your Payment Method and any applicable payment system rules.
6.8 Delinquent Amounts and Chargebacks. In addition to any Fees or other amounts payable pursuant to this Agreement, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged additional Fees and/or Charges that are incidental to the collection of these delinquent amounts and chargebacks. Such Fees and Charges may include collection fees, convenience fees, or other third-party charges. Chargebacks may be assessed an administrative fee of $100.00 or such higher amount as may be reasonably required to compensate us for our costs and expenses associated with such chargebacks.
6.9 Right of Set-Off. The Company will have the right to withhold any amounts due and owing to you pursuant to this Agreement or otherwise as a set-off of any obligations that you owe to the Company or any other Claims in connection with this Agreement. If the Company, in its sole discretion, believes that it is obligated to obtain tax information from you and you do not provide this information to the Company after the request is made, the Company may withhold payment of any and all amounts owing to you until you provide this information or otherwise satisfy us that you are not a Person from whom the Company is required to obtain such tax information.
6.10 Fraudulent Transactions. You acknowledge and agree that the Company will not be responsible for any fraudulent transactions between you and any other Member. Without limiting the generality of the foregoing, the Company reserves the right, but is under no obligation whatsoever, to investigate any transactions in connection with the Platform that we have reason to believe are or may be fraudulent or otherwise illegal and to suspend or refuse to process such transactions. We also reserve the right to work with the authorities in the applicable jurisdictions with respect to any actual or suspected fraudulent or illegal transactions. If you challenge a transaction or payment, you agree to provide the Company with any and all assistance reasonably required by us in order to comply with Applicable Law and the rules and policies of any financial institution or other Person affected by such transaction or payment.
6.11 Currency Conversion. The currencies available to make and receive payments for any given transaction pursuant to this Agreement or in association with the Platform may be limited for regulatory or operational reasons, including based on your selected Payment Method, your country of residence, or Third-Party Service Providers, including Third-Party Payment Processors. Any such limitations will be communicated to you by way of the Platform and you will be prompted to select a different currency or Payment Method. In addition, Third-Party Payment Processors may impose transaction, currency conversion, or other fees based on the currency or Payment Method you select for making or receiving payments.
6.12 Payment Processing Errors. We will take steps to rectify any payment processing errors of which we become aware. These steps may include crediting or debiting, as applicable, your Payment Method so that you end up receiving or paying the correct amount. This rectification may be performed by the Company, a Third-Party Payment Processor, or another Person, including your financial institution.
6.13 Invoice Enquiries and Disputes. You agree that you will provide us with notice of any and all invoice enquiries and disputes within sixty (60) days of the invoice date and, with such notice, provide any supporting documentation. After that time, you will be deemed to have agreed to the contents of the invoice and, to the maximum extent permitted by Applicable Law, you will have no right to challenge or dispute such invoice (in whole or in part). You agree to pay the undisputed portion of any and all invoices in accordance with this Agreement.
6.14 Non-Availability of Payment Services. The Company may temporarily restrict the availability of the payment services with respect to the Platform, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of such payment services. The Company may improve, enhance, and modify such payment services and introduce new payment services from time to time. The Company will provide notice to you of any changes to the payment services, unless such changes do not materially increase your contractual obligations or decrease your rights under this Agreement.
6.15 Third-Party Payment Processors. You acknowledge and agree that your Payment Method may involve the use of Third-Party Payment Processors that may charge you additional fees when processing payments and refunds in connection with the Platform (including deducting charges from the payment amount). Your Payment Method may be subject to additional terms and conditions imposed by such Third-Party Payment Processors. Please review such terms and conditions before using your Payment Method. The payment services with respect to the Platform may contain links to Third-Party Payment Processor websites or resources. Your access to or use of certain payment services, including the services of Third-Party Payment Processors, may be subject to, or require you to accept, additional terms and conditions. You should review such terms and conditions carefully. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions applicable for a specific payment service, including of a contract with a Third-Party Payment Processor, the latter terms and conditions will take precedence with respect to your use of or access to that payment service, unless otherwise specified in such terms and conditions.
ARTICLE 7 – OWNERSHIP
7.1 Company Property. Notwithstanding any other provision of this Agreement, you acknowledge and agree that:
  1. Company Property constitutes Intellectual Property of substantial value to the Company, its affiliates, and other Persons, and their respective licensors;
  2. all Company Property is protected by copyright and owned by, or licensed to, the Company, and contains proprietary information and material owned by the Company, its affiliates, and other Persons, and their respective licensors, who in each case reserve all their rights in law and equity, and all Company Property is protected by Applicable Law, including copyright law;
  3. as between the Parties, the Company owns all right, title, and interest in and to the Company Property, and you will not acquire any right, title, or interest in or to any Company Property unless and only to the extent otherwise expressly granted in writing by the Company;
  4. by accessing or using the Platform, any other Company Property, or any Services or the Member Services of any other member (in whole or in part), or by displaying, saving, downloading, or printing a copy of any Content (in whole or in part), you do not acquire any other right or licence to any of the foregoing (other than the Licence);
  5. other trademarks, service marks, graphics, and logos used in connection with the Platform or with any other Company Property are the trademarks of their respective owners, and you are not granted any right or licence with respect to any of the foregoing trademarks or any use thereof; and
  6. the use of any Company Property or any of the other foregoing property (in whole or in part), except as expressly permitted pursuant to this Agreement, is strictly prohibited and infringes on the intellectual property rights of the Company and others and may subject you to civil and criminal penalties, including monetary damages, for copyright infringement.
7.2 Safeguarding of Company Property. You agree that you will, and will ensure that each of your Representatives will:
  1. not alter, deface, remove, cover up, or mutilate in any manner whatsoever any trademark, copyright or other proprietary notice that the Company or any other Person may affix to any Company Property;
  2. not bid on or register search engine keywords, Google Ads or Google Ad Words, search terms, or other identifying terms or domain names that include any Company Marks (in whole or in part) or any variations thereof for use in any search engine, portal, sponsored advertising service, or other search or referral service;
  3. not obtain access to any Company Property otherwise than in accordance with this Agreement, and if such access is inadvertently obtained, will forthwith inform the Company of such fact and dispose of such Company Property in accordance with the Company’s instructions; and
  4. honour and promptly comply with any and all reasonable written requests made by the Company to provide assistance in protecting, at the Company’s expense, the rights of the Company and other Persons in and to the Company Property at common law, under federal copyright law, and under other federal, state, or provincial law, or under any international convention or treaty (as the case may be).
7.3 Changes and Limitations on Access. Notwithstanding any other provision of this Agreement, the Company and its affiliates and their respective licensors reserve the right to change, suspend, remove, or disable access to the Platform or any other Company Property at any time without notice to you. You acknowledge and agree that in no event will the Company be liable for making any such changes, suspensions, removals, or disabled accesses. The Company may also impose limits on the use of or access to certain features or portions of the Platform or any other Company Property without notice to you and without any liability.
7.4 Waiver of Moral Rights. You hereby, and will ensure that each of your Representatives will, irrevocably and unconditionally waive any and all moral rights arising under Applicable Law, including the Copyright Act (Canada) or any similar legislation in any applicable jurisdiction or at common law, that you or any of your Representatives may have now or in the future with respect to Your Contributed Content, including any rights you or any of your Representatives may have to have your or their name associated with Your Contributed Content or to have your or their name not associated with Your Contributed Content, any rights you or any of your Representatives may have to prevent the alteration, translation, or destruction of Your Contributed Content, and any rights you or any of your Representatives may have to control the use of Your Contributed Content in association with any product, service, cause, or institution. You agree that this waiver may be invoked by the Company or any of its affiliates or any of their respective successors, assignees, designees, or nominees in respect of any or all of Your Contributed Content.
7.5 Feedback. We welcome and encourage you to provide Feedback. You may submit Feedback by contacting us via email to contact@b2beematch.com or via the Contact page of the Platform or by any other means of communication. Any and all Feedback you submit to us will be considered and deemed non-confidential and non-proprietary to you. By submitting Feedback to us, you automatically grant the Company a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish such Feedback for any purpose, without notice or compensation to you or approval by you, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that the Company may assign, transfer, or sub-licence the above licence to any Person, including its affiliates and successors, without notice or compensation to you and without your approval.
7.6 Permission. To seek permission in respect of any activity involving Company Property that is not expressly permitted pursuant to this Agreement, please contact us via email to contact@b2beematch.com or via the Contact page of the Platform.
ARTICLE 8 – REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties. By registering for a Member Account, agreeing to the terms and conditions of this Agreement, or accessing or using the Platform or any of the Services (or any portion thereof), you hereby represent, warrant, and covenant that:
  1. you are at least 18 years of age;
  2. you are duly authorized and have the right, authority, and capacity to accept, agree to, and enter into this Agreement for and on behalf of yourself and the Person you represent, and to act on behalf of and bind both you and the Person you represent;
  3. any and all of the information you provide us, including the information you provide us when registering for your Member Account, creating your Member Profile, and providing your Payment Method, is your own personal information or the information of the Person you represent, as applicable, and is and will remain valid, accurate, current, and complete at all times;
  4. any and all information you provide to us, including any and all of Your Content, is owned by you, and you have the absolute right and authority to provide all such information, including Your Content, to us, including for the purposes set out in this Agreement;
  5. none of the information you provide to us, including Your Content, will infringe the Intellectual Property rights of any Person and all contributions by you to such information are original and no parts thereof or their use or distribution will violate any Person’s copyright, patent, or other Intellectual Property rights;
  6. you will correct, update, and amend any and all information you provide to us promptly upon any change to such information to ensure that such information is at all times, valid, accurate, current, and complete;
  7. you and each of your Representatives will at all times comply with all of the terms and conditions of this Agreement;
  8. the Person you represent is validly subsisting in accordance with the laws of the jurisdiction of its formation and it has the right, power, authority, and ability to enter into this Agreement and to fulfill its obligations hereunder;
  9. you and each of your Representatives will give the required notices and comply with the laws, ordinances, rules, regulations, codes, and orders of the authorities having jurisdiction which are in force or come into force during the performance of your obligations pursuant to this Agreement and which relate to your obligations pursuant to this Agreement;
  10. if the Person you represent is a corporation, neither the entering into of this Agreement nor the performance by it of any of its obligations pursuant to this Agreement will contravene, breach or result in any default under its articles of incorporation or by-laws;
  11. neither the entering into of this Agreement nor the performance by you of any of your obligations pursuant to this Agreement will contravene, breach or result in any default under any mortgage, lease, agreement, licence, permit, statute, regulation, order, judgment, decree, or law to which you are a party or by which you may be bound;
  12. this Agreement has been duly authorized and entered into by you for and on behalf of yourself and the Person you represent, and is a legal, valid and binding obligation of you and the Person you represent enforceable against you and the Person you represent and the successors and permitted assigns of you and the Person you represent in accordance with the terms hereof, except as that enforcement may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
  13. each of you and your Representatives is and will at all times throughout the Term remain in compliance with Applicable Law; and
  14. all of the representations and warranties set out in this Agreement will continue to be true and correct throughout the Term.
ARTICLE 9 – EXCLUSION OF WARRANTIES AND DISCLAIMERS
9.1 EXCLUSION OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT, UNLESS AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) IN RELATION TO THE PLATFORM, TO ANY OTHER COMPANY PROPERTY, OR TO ANY MEMBER SERVICE OF ANY OTHER MEMBER, OR TO ANY MATCHES, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND RELATED RIGHTS, OR THAT ANY OF THE FOREGOING WILL MEET ANY PERSON’S NEEDS, OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME, OR WILL BE UNINTERRUPTED OR ERROR-FREE.
9.2 GENERAL DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT:
  1. IF YOU CHOOSE TO USE THE PLATFORM OR THE MEMBER SERVICES OF ANY OTHER MEMBER (OR ANY PORTION THEREOF), YOU DO SO VOLUNTARILY AND AT YOUR OWN RISK;
  2. THE PLATFORM, AND ANY AND ALL CONTENT AND INFORMATION REGARDING ANY MEMBER SERVICES OR YOUR PRODUCTS OR SERVICES, ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER;
  3. ACCESS TO, AND USE OF, THE PLATFORM OR ANY CONTENT OR ANY MEMBER SERVICES, OR THE ACCESS TO AND USE OF YOUR PRODUCTS OR SERVICES BY ANY OTHER MEMBER, ARE ENTIRELY AT YOUR OWN RISK AND LIABILITY;
  4. THE COMPANY WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO, THE PLATFORM, CONTENT, MEMBER SERVICES, ACCESS TO AND USE OF ANY OF YOUR PRODUCTS OR SERVICES BY ANY OTHER MEMBER, AND ANY AND ALL ERRORS, OMISSIONS, OR INACCURACIES IN ANY OF THE FOREGOING;
  5. THE COMPANY DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE PLATFORM OR ANY CONTENT IS OR WILL BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS, ERROR-FREE, OR FREE OF VIRUSES;
  6. THE COMPANY WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, AND YOU ARE SOLELY RESPONSIBLE FOR, ANY AND ALL VIRUSES, IMPLEMENTING APPROPRIATE SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR COMPUTER SYSTEMS, AND THE ENTIRE COST OF ANY SERVICES, REPAIRS, OR CONNECTIONS OF AND TO YOUR COMPUTER SYSTEMS THAT MAY BE NECESSARY AS A RESULT OF YOUR USE OF THE PLATFORM OR ANY CONTENT; AND
  7. THE COMPANY WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY PROBLEM OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR ANY OTHER COMMUNICATION BETWEEN YOU AND THE COMPANY OR BETWEEN YOU AND ANY PERSON (INCLUDING ANY OTHER MEMBER) ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ONLINE OR ON THE INTERNET, OR THE PLATFORM OR ANY WEBSITE, OR ANY COMBINATION THEREOF, OR ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER OR SYSTEMS RELATED TO OR RESULTING FROM DOWNLOADING OR STREAMING ANY MATERIALS IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM.
9.3 INFORMATION DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:
  1. THE CONTENT AND ANY AND ALL OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM, INCLUDING ANY PERSONAL INFORMATION, MEMBER INFORMATION, INFORMATION REGARDING MEMBER SERVICES, INFORMATION REGARDING YOUR PRODUCTS AND SERVICES, FEES, CHARGES, AND RATES, OR ANY INFORMATION MADE AVAILABLE BY ANY PERSON, IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY;
  2. THE CONTENT, AND ANY AND ALL OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM, SHOULD NOT BE RELIED UPON AS VALID, ACCURATE, RELIABLE, COMPLETE, CURRENT, TIMELY, OR FIT FOR ANY PARTICULAR PURPOSE;
  3. TO THE EXTENT THAT THE CONTENT OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM IS CURRENT AS OF THE DATE OF FIRST PUBLICATION, IT MAY NO LONGER BE ACCURATE AS A RESULT OF THE PASSAGE OF TIME;
  4. THE COMPANY UNDERTAKES NO RESPONSIBILITY FOR INVESTIGATING OR VERIFYING THE VALIDITY, ACCURACY, CURRENCY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM, OR THE ACTS, OMISSIONS, IDENTITY, OR CREDITWORTHINESS OF ANY PERSON;
  5. THE COMPANY DOES NOT SCREEN IN ADVANCE ANY CONTENT, YOUR CONTENT, OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM; AND
  6. ANY USE BY THE COMPANY OF ANY CONTENT, YOUR CONTENT, OR OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM DOES NOT CREATE ANY EXPRESS OR IMPLIED APPROVAL BY THE COMPANY OF SUCH CONTENT, YOUR CONTENT, OR INFORMATION, NOR DOES IT INDICATE THAT SUCH CONTENT, YOUR CONTENT, OR INFORMATION COMPLIES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OR APPLICABLE LAW.
9.4 MEMBER SERVICE DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT:
  1. THE COMPANY HAS NO CONTROL OVER, DOES NOT GUARANTEE, WILL NOT BE RESPONSIBLE FOR, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL MEMBER SERVICES OF ANY OTHER MEMBER (OR ANY PORTION THEREOF), INCLUDING THE VALIDITY, ACCURACY, CURRENCY, COMPLETENESS, QUALITY, SAFETY, SUITABILITY, OR LEGALITY THEREOF; AND
  2. THE MEMBER SERVICES OF OTHER MEMBERS MAY CARRY INHERENT RISK (INCLUDING RISK OF ILLNESS, BODILY INJURY, DISABILITY, OR DEATH) AND BY ACCESSING AND USING ANY OF THEM, YOU FREELY, WILLFULLY, VOLUNTARILY, UNEQUIVOCALLY, AND UNCONDITIONALLY CHOOSE TO ASSUME THOSE RISKS.
9.5 MEMBER DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS NO CONTROL OVER, DOES NOT ENDORSE OR GUARANTEE, WILL NOT BE RESPONSIBLE FOR, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL OTHER MEMBERS. ANY REFERENCES TO A MEMBER BEING “VERIFIED” (OR SIMILAR LANGUAGE) ONLY INDICATES THAT SUCH MEMBER HAS COMPLETED A RELEVANT VERIFICATION OR IDENTIFICATION PROCESS AND NOTHING ELSE. ANY SUCH DESCRIPTION IS NOT AN ENDORSEMENT, CERTIFICATION, OR GUARANTEE BY THE COMPANY ABOUT ANY OTHER MEMBER, INCLUDING OF THE OTHER MEMBER’S IDENTITY OR BACKGROUND OR WHETHER THE OTHER MEMBER IS TRUSTWORTHY, SAFE, OR SUITABLE. YOU SHOULD ALWAYS EXERCISE DUE DILIGENCE AND CARE WHEN DECIDING WHETHER TO MAKE A MATCH OR ACCESS OR USE THE MEMBER SERVICES OF ANY OTHER MEMBER OR COMMUNICATE OR INTERACT WITH OTHER MEMBERS, WHETHER ONLINE OR IN PERSON. ANY IMAGES IN CONNECTION WITH ANOTHER MEMBER OR THE MEMBER SERVICES OF ANY OTHER MEMBER ARE INTENDED ONLY TO INDICATE A PHOTOGRAPHIC REPRESENTATION THEREOF AT THE TIME THE PHOTOGRAPH WAS TAKEN AND ARE NOT AN ENDORSEMENT BY THE COMPANY THEREOF. IF WE CHOOSE TO CONDUCT IDENTITY VERIFICATIONS OR BACKGROUND CHECKS ON ANY OTHER MEMBER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH VERIFICATIONS OR BACKGROUND CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY SUCH OTHER MEMBER OR GUARANTEE THAT SUCH OTHER MEMBER WILL NOT ENGAGE IN MISCONDUCT. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY WILL NOT BE LIABLE FOR, AND ASSUMES NO RESPONSIBILITY FOR, ANY LOSSES ARISING FROM OR IN CONNECTION WITH FAILURE OF THE COMPANY TO MEET ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AS A DIRECT OR INDIRECT RESULT OF YOUR FAILING TO PROVIDE IN A TIMELY MANNER ANY INFORMATION OR ASSISTANCE TO THE COMPANY AS REQUIRED OR THAT THE COMPANY REASONABLY REQUESTS.
9.6 THIRD-PARTY DISCLAIMER. THE PLATFORM MAY CONTAIN LINKS TO THIRD PARTIES, INCLUDING THIRD-PARTY SERVICE PROVIDERS, OR THIRD-PARTY SERVICES. THIRD-PARTY SERVICES MAY BE SUBJECT TO DIFFERENT TERMS AND CONDITIONS AND PRIVACY PRACTICES. LINKS TO ANY THIRD PARTIES, INCLUDING THIRD-PARTY SERVICE PROVIDERS OR THIRD-PARTY SERVICES, ARE NOT AN ENDORSEMENT BY THE COMPANY THEREOF. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, THIRD PARTIES, INCLUDING THIRD-PARTY SERVICE PROVIDERS AND THIRD-PARTY SERVICES, INCLUDING THE AVAILABILITY, SUFFICIENCY, OR ACCURACY THEREOF OR ANY FEES OR CHARGES CHARGED BY SUCH THIRD PARTIES.
9.7 THIRD-PARTY PAYMENT PROCESSORS DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY WILL NOT BE LIABLE FOR, AND ASSUMES NO RESPONSIBILITY FOR, ANY LOSSES ARISING FROM OR IN CONNECTION WITH ANY ERRORS OR OMISSIONS WITH RESPECT TO PAYMENTS PROCESSED BY THIRD-PARTY PAYMENT PROCESSORS OR ANY FEES OR CHARGES (INCLUDING TRANSACTION FEES, CANCELLATION FEES, ADMINISTRATIVE FEES, AND CURRENCY CONVERSION FEES) IMPOSED BY THIRD-PARTY PAYMENT PROCESSORS, OR YOUR THIRD-PARTY PAYMENT SERVICE PROVIDER OR FINANCIAL INSTITUTION, INCLUDING BASED ON YOUR PAYMENT METHOD OR THE CURRENCY OR PAYMENT CHOICES YOU SELECT FOR THE PURPOSES OF MAKING OR RECEIVING PAYMENTS.
9.8 INTERNET AND TECHNOLOGY DISCLAIMER. DUE TO THE NATURE OF THE INTERNET, THE COMPANY CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY WILL NOT BE LIABLE FOR, AND ASSUMES NO RESPONSIBILITY FOR, ANY LOSSES ARISING FROM OR IN CONNECTION WITH:
  1. LIMITED ACCESS OR INABILITY TO ACCESS THE PLATFORM, ANY WEBSITE, OR ANY APPLICATION DATABASE AS A RESULT OF THE INTERNET, YOUR WEB SERVICES, THE WEB SERVICES OF ANY OTHER PERSON, OR ANY OTHER SHARED NETWORK, OR IN THE EVENT YOU DOWNLOAD THE INCORRECT APPLICATION FOR YOUR MOBILE DEVICE;
  2. THIRD-PARTY SOFTWARE, SERVICES OR PRODUCTS, INCLUDING THE IMPLEMENTATION OR CONFIGURATION OF APPROPRIATE SECURITY MEASURES RELATING THERETO, NOT DEVELOPED OR PROVIDED BY THE COMPANY;
  3. ANY ACCESS OR INABILITY TO ACCESS ANY OTHER SERVICE, SERVICE PROVIDER, NETWORK, INFORMATION, MEMBER, OR COMPUTING RESOURCE AVAILABLE ON OR THROUGH THE INTERNET; OR
  4. UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS, CORRUPTION, OR DESTRUCTION OF INFORMATION OR DATA AS A RESULT OF INFORMATION OR DATA BEING TRANSMITTED BY WAY OF THE INTERNET.
9.9 TRANSLATION DISCLAIMER. TO ASSIST MEMBERS WHO SPEAK DIFFERENT LANGUAGES, CERTAIN CONTENT MAY BE TRANSLATED, IN WHOLE OR IN PART, INTO LANGUAGES OTHER THAN ENGLISH. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT ENDORSE OR GUARANTEE THE ACCURACY OR QUALITY OF, WILL NOT BE RESPONSIBLE FOR, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY AND ALL SUCH TRANSLATIONS, AND YOU ARE RESPONSIBLE FOR REVIEWING AND VERIFYING THE ACCURACY OF SUCH TRANSLATIONS.
9.10 Application of Disclaimers. The foregoing disclaimers apply to the maximum extent permitted by Applicable Law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by Applicable Law.
ARTICLE 10 – REVIEWS AND RATINGS
10.1 Member Ratings and Reviews. Members may have the ability to post public reviews and submit star ratings about each other, the Platform, or the Member Services of any other Member. You acknowledge and agree that:
  1. reviews and ratings in respect of you will be displayed in your Member Profile and may also be displayed or found elsewhere on the Platform together with other relevant information, including number of Matches, average response time, and other information;
  2. reviews and ratings are an important way for Members to vet one another and are important for the operation of the Platform, and from time you time you may receive unfavourable reviews or ratings;
  3. any and all reviews and ratings by Members reflect the opinions of such Members and do not reflect the opinion of the Company;
  4. reviews and ratings are not verified by the Company for validity, accuracy, currency, or completeness and may be incorrect or misleading; and
  5. if any Member rates you, or your usage of the Platform, or the Member Services of any Other Member as being below a threshold acceptable to the Company, the Company may, in its sole discretion, restrict or terminate your access to the Platform or to the Member Services of any other Member.
If you would like to make a complaint about a Member review or rating about you, you can do so by contacting us via email to contact@b2beematch.com or via the Contact page of the Platform. The Company will review your complaint, but you acknowledge and agree that we will have no obligation whatsoever to remove, revise, edit, or otherwise handle any review or rating, unless we determine, in our sole discretion, that it is offensive, harassing, inappropriate, or obscene or otherwise violates the terms and conditions of this Agreement or Applicable Law.
10.2 Your Reviews and Ratings. You may be required to review or rate certain aspects of, or your access and use of, or your overall experience with the Platform or the Member Services of any other Member, which will be prompted through the Platform. If you do not participate in such reviews and ratings when requested, the Company reserves the right to restrict or terminate your access to the Platform, Content, or the Member Services of any other Member (in whole or in part). Any and all reviews and ratings by you must be accurate and may not contain any offensive or defamatory language or otherwise violate the terms and conditions of this Agreement, any Member Contract, or Applicable Law. Your reviews and ratings are part of your Member Account and Member Profile and may also be displayed or found elsewhere on the Platform together with other relevant information, including number of Matches, average response time, and other information. You agree that you will not manipulate the reviews and ratings system of the Platform in any manner whatsoever, including by instructing any Person to write or post a positive or negative review or rating about another Member.
ARTICLE 11 – INDEMNITY
11.1 Indemnity. To the maximum extent permitted by Applicable Law, you agree to release, indemnify, defend (at the Company’s option), and hold the Company and its affiliates and their respective Representatives harmless from and against any and all Claims and Losses (including with respect to the enforcement of any legal rights or remedies) that may be suffered or incurred by any of them arising out of, or as a result of, or relating in any manner whatsoever to:
  1. any Event of Default;
  2. Your Content or any other information provided to the Company by you or by any of your Representatives, including in connection with your Member Account, Member Profile, and Payment Method;
  3. any use of your Member Account credentials, including identification codes or passwords, regardless of whether such use is authorized by you;
  4. any payment (including with respect to Fees or Charges) requested, accepted, or made outside of the Platform or otherwise not in accordance with the terms and conditions of this Agreement;
  5. any interaction with any other Member, or access to or use of the Member Services of any other Member, by you or by any of your Representatives;
  6. the acts or omissions of you, or of any of your Representatives, or of any Person whom you invite to or to whom you otherwise provide access to or use of the Member Services of any other Member;
  7. any loss of, damage to, or destruction of Company Property or the property of any other Person (including in connection with the Member Services of any Other Member and any related personal or other property) to the extent caused by you or by any Person you represent or by any of your or their Representatives;
  8. any Taxes;
  9. personal injury (including death), loss, or harm to any Person in connection with the Platform or the Member Services of any other Member or any transactions in connection therewith to the extent caused by you or by any of your Representatives; and/or
  10. your negligence or criminal, willful, or intentional misconduct or the negligence or criminal, willful, or intentional misconduct of any of your Representatives.
ARTICLE 12 – LIMITATION OF LIABILITY
12.1 ACKNOWLEDGEMENT OF RISK. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM OR CONTENT, YOUR ACCESS TO AND USE OF THE MEMBER SERVICES OF ANY OTHER MEMBER, ANY ACCESS TO AND USE OF YOUR PRODUCTS OR SERVICES BY ANY OTHER MEMBER, OR ANY OTHER INTERACTION YOU HAVE WITH OTHER MEMBERS, WHETHER IN PERSON OR ONLINE, IS AND WILL AT ALL TIMES REMAIN WITH YOU.
12.2 LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES, TANGIBLE OR INTANGIBLE HARM, IRREPARABLE HARM, LEGAL FEES, OR ANY LOSS OF ANY KIND WHATSOEVER, OR OTHER LIABILITIES, WHETHER OR NOT THE COMPANY OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE OF OR INABILITY TO MAKE USE OF THE PLATFORM, ANY CONTENT, OR THE MEMBER SERVICES OF ANY OTHER MEMBER, OR ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT, OR MEET WITH AS A RESULT OF YOUR USE OF THE PLATFORM. IF AND ONLY TO THE EXTENT THAT THE FORGOING LIMITATION OF LIABILITY IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL, OR UNENFORCEABLE FOR ANY REASON, IN RESPECT OF ANY CLAIM BY YOU AGAINST THE COMPANY OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING A BREACH BY ANY OF THEM OF ANY OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT (WHETHER OR NOT A FUNDAMENTAL BREACH), YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, YOUR EXCLUSIVE REMEDY WILL BE TO RECEIVE FROM THE COMPANY PAYMENT FOR ACTUAL AND DIRECT DAMAGES TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE LESSER OF: (1) THE AMOUNT PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT FROM WHICH THE CLAIM AROSE; OR (2) ONE HUNDRED DOLLARS ($100.00).
ARTICLE 13 – CLAIMS AND COMPLAINTS
13.1 Claims and Complaints. You may address any Claims or complaints to the Company at any time via email to contact@b2beematch.com or via the Contact page of the Platform. Notice of such Claim or complaint will be deemed delivered and received by the Company in accordance with Section 16.2 (Notices).
13.2 Complaints about Other Members. You acknowledge and agree that the Company has no control over and is not responsible for the behaviour, acts, or omissions of other Members. If you feel that another Member has threatened, harassed, or otherwise acted in an inappropriate manner, including by leaving an offensive or obscene review, you may notify the Company of this conduct through the feedback features of the Platform or by contacting us via email to contact@b2beematch.com or via the Contact page of the Platform. We will take appropriate steps as necessary to review and respond to your complaint. By submitting a complaint, you acknowledge and agree that the Company may disclose your identity to the Member in question in order to follow up directly with you with regard to your complaint.
13.3 Assistance. You agree to cooperate with and assist the Company in good faith and to provide the Company with all such information and assistance and take all such actions as may be reasonably requested by the Company in connection with any Claims or complaints made by any other Member relating to this Agreement or the Platform or any Content, Your Content, or the Member Services of any other Member. Upon the Company’s request, you agree to participate in any adjudication or dispute resolution process in respect of any such Claims or complaints.
ARTICLE 14 – EVENTS OF DEFAULT AND REMEDIES
14.1 Events of Default. You acknowledge and agree that the occurrence of any of the following events will constitute an event of default (each, an “Events of Default”):
  1. you fail to pay any sum owing by you pursuant to this Agreement (including the Fees and Charges) by the due date thereof;
  2. you otherwise breach any provision of this Agreement or Member Contract or fail to observe or perform any term, obligation, covenant, condition, or agreement contained in this Agreement or any Member Contract;
  3. you commit any act of fraud, negligence, or criminal, willful, or intentional misconduct, or violate any regulation, rule, policy, or procedure of any other Person in connection with this Agreement or the Platform;
  4. you breach or violate Applicable Law;
  5. you improperly access or engage in any prohibited use of the Platform, Content, or the Member Services of any other Member;
  6. you provide any invalid, inaccurate, incomplete, misleading, fraudulent, or outdated information to the Company or to any other Person, including during the registration of your Member Account or Payment Method;
  7. you infringe the Intellectual Property rights of the Company or of any other Person;
  8. you fail to meet any applicable quality or eligibility criteria set by the Company, by any other Member, or by any other Person in connection with the Platform;
  9. you repeatedly receive negative or poor reviews or ratings by other Members, or the Company otherwise becomes aware of or has received complaints about your performance or conduct;
  10. you repeatedly cancel Matches;
  11. you become or are adjudicated insolvent or bankrupt, admit in writing your inability to pay your debts as they mature, or make an assignment for the benefit of creditors;
  12. you apply for or consent to the appointment of any receiver, trustee, or similar officer for you or for all or any substantial part of your property, or such receiver, trustee, or similar officer is appointed without your consent; or
  13. you institute any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, dissolution, liquidation, or similar proceeding relating to you under the laws of any jurisdiction, or any such proceeding is instituted against you, or any judgment, writ, warrant, or attachment or execution of similar process is issued or levied against a substantial part of your property.
14.2 Notification upon Default. You will notify the Company in writing immediately upon becoming aware of any Event of Default.
14.3 Remedies. If any Event of Default occurs, without prejudice to enforcement of any other legal right or remedy that the Company may have pursuant to this Agreement or at law or equity, the Company may take any of the following measures immediately and without notice to you:
  1. refuse to delete or delay any ratings, reviews, or other Content;
  2. temporarily or permanently revoke any special status associated with your Member Account, Member Profile, or Membership;
  3. cancel, suspend, or limit any pending or confirmed Matches;
  4. cancel, suspend, or limit the provision of any Services to you (in whole or in part);
  5. cancel, suspend, or limit your Member Account, Member Profile, or Membership or your access to or use of the Platform; and/or
  6. terminate this Agreement (in whole or in part).
14.4 Injunctive and Equitable Relief. You acknowledge and agree that:
  1. your compliance with your obligations pursuant to this Agreement is necessary to protect personal information and/or the intellectual property, confidential information, proprietary information, business, goodwill, and/or proprietary interests of the Company and its affiliates and third parties;
  2. your breach of any such obligations will give rise to irreparable harm or injury to the Company that will not be adequately compensable with monetary damages;
  3. the Company may, in addition to any other remedy, enforce the performance of this Agreement by way of equitable relief, including interim, interlocutory, and/or final injunctive relief, specific performance, or such other and further relief as a court may deem just and proper, upon application to a court of competent jurisdiction without proof of actual damages, without a requirement that a finding of irreparable harm or other criteria for the awarding of injunctive relief be made, and without the requirement of posting a bond or other security; and
  4. notwithstanding that damages may be readily quantifiable, you will not plead sufficiency of damages as a defence in any such proceeding.
14.5 Violation of Applicable Law. You acknowledge and agree that any attempt by you or on your behalf to deliberately damage the Platform, any Content, any website, or any links, or to undermine the legitimate operation thereof may be a violation of Applicable Law (including criminal and/or civil laws) and, should such an attempt be made, the Company reserves the right to seek damages from you to the maximum extent permitted by Applicable Law.
14.6 Remedies Cumulative. All rights and remedies of the Company pursuant to this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the Company, whether provided by law, equity, statute, or in any other agreement between the Parties or otherwise.
ARTICLE 15 – TERM AND TERMINATION
15.1 Term. The term of this Agreement will begin on the date you accept and agree to this Agreement and will continue and remain in full force and effect until the date on which either Party terminates your Membership or this Agreement in accordance with this Agreement (the “Term”).
15.2 Termination by You. You may terminate this Agreement at any time by providing notice of such termination to the Company. The first fourteen (14) days of your Membership is a free trial period, during which you may terminate this Agreement and your Membership at any time for convenience and without reason, penalty, or liability by providing notice of such termination to the Company, and in such circumstances you will be reimbursed for any and all Fees paid by you up to the effective date of such termination.
15.3 Termination by the Company. Without prejudice to the enforcement of any other legal right or remedy that the Company may have pursuant to this Agreement or at law or equity, the Company may terminate this Agreement and/or any rights or licences granted hereunder or in connection herewith (including the Licence) and/or your access to the Platform (in whole or in part):
  1. at any time without reason or liability and for convenience upon seven (7) days’ prior written notice to you; and
  2. immediately and without notice if: (a) an Event of Default occurs; (b) the Company has reason to believe that you are not authorized to act for and on behalf of or legally bind the Person you purport to represent; or (c) the Company believes in good faith that such termination is reasonably necessary to protect the personal safety or property of the Company, of any Member, or of any other Person.
15.4 Effect of Termination. If this Agreement is terminated by either Party, or if you cancel your Member Account, or if the Company terminates, cancels, suspends, or restricts your access to the Platform or your Member Account, you will not be entitled to a restoration of your Member Account or any of Your Content, you may not be able to register a new Member Account or access or use the Platform, and any and all Matches you made (and any and all licences constituted thereby or granted in connection therewith) will be automatically cancelled and you may not be eligible for or entitled to a refund of any Fees or other amounts payable pursuant hereto.
15.5 Survival of Covenants. Notwithstanding the termination of this Agreement for any reason whatsoever, the covenants set out in ARTICLE 1 (Interpretation), Section 2.5 (Commercial Electronic Messages and CASL), ARTICLE 4 (Restrictions on Access and Use of Platform), ARTICLE 7 (Ownership), ARTICLE 8 (Representations and Warranties), ARTICLE 9 (Exclusion of Warranties and Disclaimers), ARTICLE 11 (Indemnity), ARTICLE 12 (Limitation of Liability), ARTICLE 13 (Claims and Complaints), ARTICLE 14 (Events of Default and Remedies), ARTICLE 15 (Term and Termination), ARTICLE 16 (General), and any other terms and conditions of this Agreement necessary for the proper interpretation of this Agreement will survive any such termination.
ARTICLE 16 – GENERAL
16.1 Force Majeure. Any delay or failure of the Company to perform its obligations pursuant to this Agreement will be excused if the delay or failure is caused by a Force Majeure Event, provided that the Company gives you notice of delay (including anticipated duration of the delay) within ten (10) days of the Company becoming aware of such Force Majeure Event.
16.2 Notices. Unless and only to the extent otherwise specified by the Company, any notices or other communications permitted or required pursuant to this Agreement will be provided electronically and given:
  1. by the Company to you via email to the email address in your Member Account; and
  2. by you to the Company via email to contact@b2beematch.com or via the Contact page of the Platform.
Such notice will be deemed to be delivered and received (in the absence of evidence of prior receipt) on the earlier of (a) the date that the sending Party receives an email from the receiving Party acknowledging receipt (provided that an automatic “read receipt” does not constitute acknowledgment for the purposes of such notice) and (b) the next business day following the date of transmission.
16.3 Assignment. Neither this Agreement nor any of the rights or obligations pursuant hereto may be assigned, transferred, or delegated by you without the prior written consent of the Company. The Company may without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, to any Person without notice to you.
16.4 Modifications. The Company reserves the right (in its sole discretion) to amend, restate, replace, supplement, or otherwise modify this Agreement at any time and from time to time. You should review this Agreement regularly for any such amendments, restatements, replacements, supplements, or modifications. By accessing or using the Platform (or any portion thereof) after any such amendments, restatements, replacements, supplements, or modifications, you agree to be bound by, and comply with, this Agreement, as so amended, restated, replaced, supplemented, or modified. If any such amendment, restatement, replacement, supplement, or modification is not acceptable to you, you must immediately cease accessing and using the Platform.
16.5 Waiver. The waiver by the Company of a breach or default of any provision of this Agreement by you, or any delay or omission on the part of the Company to exercise or avail itself of any of its rights, remedies, powers, or privileges, will not be effective unless in writing, and will not be construed as a waiver of any succeeding breach of the same or any other provision of this Agreement.
16.6 Severability. In the event that any provision (or any portion of a provision) of this Agreement will for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid, illegal, or unenforceable provision (or portion of a provision) had never been contained in this Agreement in regard to that particular jurisdiction.
16.7 Enurement. This Agreement will enure to the benefit of and be binding upon each of the Parties and their respective successors and permitted assigns.
16.8 Relationship. Nothing in this Agreement or your use of the Platform will be deemed to constitute either Party as an agent, representative, or employee of the other party or both Parties as joint venturers or partners for any purpose.
16.9 No Third-Party Rights. This Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties.
16.10 Governing Law. The interpretation, validity, effect, and enforcement of this Agreement, and any and all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law. For greater certainty, the foregoing laws apply to the access and use of the Platform (in whole or in part) by you, notwithstanding your domicile, residency, or physical location, or the location of any Company office, or of any Member or any Representative of the Company, or of any Member with whom you may communicate or deal, or of the Member Services of any other Member. The United Nations Convention on Contracts for the International Sale of Goods (CISG), or any similar or successor convention or law, will not be applied to this Agreement or any transactions conducted pursuant to the Platform. The Platform is intended for use only in jurisdictions where it may be lawfully provided for use.
16.11 Forum. You hereby unconditionally and irrevocably consent and agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in any action or proceeding involving or in connection with the Platform or this Agreement, and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.
16.12 Jury Trial Waiver. You acknowledge and agree that, to the maximum extent permitted by Applicable Law, you waive the right to a trial by jury in respect of any and all disputes arising from or in connection with the Platform or this Agreement.
16.13 No Class Actions or Representative Proceedings. You acknowledge and agree that, to the maximum extent permitted by Applicable Law, you waive the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding in respect of any and all disputes arising from or in connection with this Agreement or the Platform. Unless and only to the extent otherwise expressly agreed to in writing by the Company, the adjudicator of any dispute may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.
16.14 Admissibility. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or arbitral proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
16.15 Contact Us. If you have any questions regarding this Agreement, please contact us via email to contact@b2beematch.com or via the Contact page of the Platform.
Last Updated: June 3, 2020