TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
Please note that by accepting the following “Terms and Conditions” you are entering into a legally binding agreement with The Networking Effect (hereinafter referred to as “TNE”) with respect to the usage of The Networking Effect App, Website and other services offered by TNE from time to time. By “Sign-up”, “Create an account”, “Join The Networking Effect” or similar, you agree both as an individual, as well as on behalf of any business entity you represent and which has authorised you to enter into this agreement, to be bound by all the below Terms and Conditions. Further, by accessing or using this App or any of the services offer by The Networking Effect, you and your business entity agree to be bound by the Terms and Conditions. Note that these Terms and Conditions are subject to change from time to time without further notice, and by accepting these Terms and Conditions, you also agree to abide and be bound by any changes to them that may be made in future by TNE.
TNE has been incorporated with the purpose of developing various programs to provide resources, services and networking opportunities to small businesses within its community of Members, to assist them with the development and growth of their businesses, and to enable them to make business decisions in a trusted environment. In order to achieve this, TNE has developed mobile apps for a number of platforms (the “App”), and a website (the “Website”) solely for informational purposes to help its Members build an on-line community of small businesses and services providers, and to provide business networking opportunities and facilitate the sharing of information by and between TNE and the Members, and among the Members themselves relevant to the growth of small businesses (collectively, the "Services"). The usage of the App and Website, as well the business networking opportunities available through TNE is governed by these Terms and Conditions as well as the “Member to Member Networking Policy.”
OBLIGATIONS OF THE MEMBERS
1. Access to Services:
You are entitled to access the App, Website and Services subsequent to the approval of your application by TNE. You acknowledge and accept that, despite the Internet being accepted as a secure environment, there may be interruptions in service or events, and access to the App, Website and Services may be interrupted, suspended or terminated from time to time, due to circumstances both within and beyond the control of TNE. Despite TNE’s reasonable commercial efforts to keep the App and Website accessible at all times, the App, Website and Services may be unavailable from time to time for any reason, including and without limitation, for maintenance. You acknowledge and agree that TNE shall not be responsible at any time for any claims, data lost or damages incurred while transmitting information on the internet with respect to the Services.
2. Use of App, Website and Services:
You accept that your access to the App, Website and Services will be based on the level of membership that you have chosen, and on the terms and conditions contained in any membership agreement you may have with TNE. You shall not either knowingly or unknowingly, directly or indirectly, utilise Services that are beyond the scope of your membership, and in the event you do utilise such Services, you shall be liable for all costs and liabilities regarding the same. Upon acceptance of your membership application, you shall have access to information posted on the Website by other Members and third parties. You agree that TNE does not in any manner subscribe, endorse, recommend or suggest any claims, representations, information, publication or services of other Members or third parties. You agree that your use and acceptance of all information and/or services of other Members and third parties shall be based on your sole discretion and business acumen. TNE shall not be liable in any manner either directly or indirectly, for any losses, claims, damages that may arise by using the services or information of other Members or third parties who have access to or utilize the Website. TNE AND ITS ASSOCIATED COMPANIES SHALL HAVE NO RESPONSIBILITY WHATSOEVER FOR, AND MAKE NO WARRANTY OR REPRESENTATION WITH RESPECT TO, THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY OTHER MEMBERS OR THIRD PARTIES THROUGH THIS WEBSITE. You agree that TNE has no authority or control over other websites whose links have been posted on the Website. You shall not hold TNE liable in any manner for any information, declaration, misrepresentations, errors and omissions on such websites. Your rights and obligations will solely depend upon the terms and conditions stated in such websites.
3. Acceptable Use and Prohibitions.
a. Lawful Use. You agree that you are solely responsible for actions and communications undertaken or transmitted under your membership and account and that you will ensure that
- you only use the Website for lawful purposes,
- if at any time you become aware of any violation, by any person or entity, of any part of these Terms and Conditions, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation,
- you will comply with all applicable local, provincial, national and international laws and regulations that relate in any way to your use of or activities on the Website, and
- in the event you or your business is engaged in import and/or export of goods including software, you agree that you shall comply with all import, export or re-export laws, regulations and restrictions.
b. Prohibited Conduct. Without limiting the generality of any other restriction in these Terms and Conditions, you agree that you will not, in connection with the Website, directly or directly do or permit any of the following:
- post, upload, reproduce, distribute or otherwise transmit any Content (defined below) that
- is unauthorized or unsolicited commercial communications, junk or bulk communications, chain letters or other "spam" (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited,
- contains a virus, bugs, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component,
- is defamatory, infringing, or unlawful,
- is inappropriate, profane, obscene, indecent materials or information without suitable or lawfully-required access controls (which controls will in no event be our responsibility),
- gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation, or
- constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography;
- engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of another person’s or business interests, including the rights relating to privacy and publicity;
- scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;
- forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Website;
- impersonate or falsely represent your association with any person, including a representative of us;
- disrupt or threaten the integrity, operation or security of, or otherwise abuse, modify, copy publish or adapt, any Website, or Services, system resources, accounts, servers or networks belonging to TNE or any of its agents or associated companies;
- disable or circumvent any access control or related process or procedure established with respect to the Website;
- sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal business purposes), any portion of, use of or access to, any Website, except where expressly authorized by us; or
- extract, gather, collect, or store personal information about others without their express consent.
- disrupt or interfere or in any manner interrupt with any other Members access and/or enjoyment of the Website or Services;
- use or attempt to use any other Member’s account, service or system without authorization from TNE, or create or use a false identity on this Website;
- attempt to obtain unauthorized access to the Website or portions of the Website that are restricted to Members of certain type of membership;
- infringe patents, trademarks, trade secrets, copyrights or other proprietary rights belonging to other TNE, Members and or third parties; and
- use information provided on the Website to feed or encourage competitive services of TNE or any of its Members, or harvest, collect or store information about other Members or any content on the Website for any purposes inconsistent with the purposes of the Website.
c. Our Remedies. Without limiting any of our rights, we may suspend, restrict or terminate your use of the Website without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the acceptable use rules set out above.
4. Proprietary Rights.
a. Content—"Content" means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.
b. Third-Party Content—Content accessed or available through the Website or the Internet may be owned by parties other than you or us (collectively, "Third Party Content") and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Website or these Terms and Conditions grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Website as set out in these Terms and Conditions. The Website may contain links to Third Party Content on websites operated by parties other than you or us ("Third Party Websites"). We are under no obligation to verify the accuracy of the contents on Third Party Websites, and we do not endorse, warrant, promote or recommend any services or products that may be offered by or accessed through such Third Party Websites or the operators of them.
c. Our Content—Except where expressly stated otherwise, all right, title and interest in and to the Website and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Website (collectively, "Our Content") is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to the terms of these Terms and Conditions, including the disclaimers and limitations of liability herein. Nothing in your use of the Website or these Terms and Conditions grants you any right, title or interest in or to Our Content except the limited right to use the Website as set out in these Terms and Conditions. Unless otherwise expressly authorized by us or the respective Copyright and or Trade-marks owner in writing, you agree not to
- copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content
- distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of Our Content, to the maximum extent that such prohibition is permitted by applicable law
- remove any proprietary notices or labels on or in Our Content, or
- allow any other person or entity to engage in any of the foregoing.
d. Your Content—We do not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transmit to us, or any third party, using the Website (collectively, "Your Content"); however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting your Content to us or any third party using the Website,
- License to Us—you have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate Your Content to the extent reasonably required by us to provide the Website to our customers or to ensure adherence to or enforce the terms of these Terms and Conditions,
- Your Warranty to Us—you will have thereby confirmed, represented and warranted to us that all information submitted is non-confidential and non-proprietary, is accurate to the best of your knowledge, and that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to Your Content set out above, and
- Your Indemnity of Us—you will indemnify and save us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content, including instances where Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent, unlawful or in any manner infringe or violate any other person’s or business entity’s rights under the law or contract.
f. Public Transmission and Caching—You acknowledge and agree that the technical processing and transmission of the Website, including Your Content and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to "caching" or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.
Compliance and Complaints—We do not have any obligation to censor or review any of Your Content, to censor or review any Third-Party Content or to monitor use of the Website. However, you agree that we may, without notice or liability, disclose to third parties any of your information or Your Content, monitor use of the Website and monitor, review and retain Your Content if we believe in good faith that such activity is reasonably necessary to provide the Website to customers, ensure adherence to or enforce the terms of these Terms and Conditions, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Website by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, or remove Your Content from our servers.
You hereby agree at all times to maintain in strict confidence all information such as user name, passwords and any other information that is used to login to the Website and Services. Only authorised persons shall have access to such information and any loss or unintended disclosure of such information shall be immediately brought to the notice of TNE. All activity conducted with your user name shall be deemed to have been conducted by you, unless prior written notice of misuse has been provided to and received by TNE, and you shall be responsible and indemnify TNE for any and all losses, claims, damages, or other costs related to violation of this confidentiality requirement.
7. LIMITATION OF LIABILITY
You agree that under no circumstances will TNE, its employees, directors, shareholders, agents, associated companies, suppliers or any other party involved in providing Services or in producing, transmitting and maintaining the Website, be liable for any damages, losses and/ or claims incurred either directly, incidentally or consequentially arising from the use of the Website or Services. As some jurisdictions do not permit the limitation of liability or exclusion of liability, this section shall apply to you to the extent permitted by law.
8. DISCLAIMERS AND WARRANTIES
YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND THE INFORMATION, SERVICES, PRODUCTS AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS-IS" BASIS. THE USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE DISCRETION AND RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS OR YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF INFORMATION, CONTENT OR, DATA THROUGH THE WEBSITE AND/OR USAGE OF SERVICES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TNE AND ITS AGENTS DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OR THAT THE WEBSITE OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. TNE DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS WEBSITE OR INFORMATION PROVIDED BY TNE VIA EMAIL OR ANY OTHER MEANS ARE ACCURATE, COMPLETE OR RELIABLE. NO ORAL OR WRITTEN INFORMATION PROVIDED BY TNE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE SHALL CREATE A WARRANTY EITHER EXPRESS OR IMPLIED; TNE DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THIS WEB SITE WILL BE MAINTAINED. YOU AGREE THAT MEMBERS AND THIRD PARTIES WILL HAVE ACCESS TO PERSONAL AND CONFIDENTIAL INFORMATION AND TNE SHALL NOT BE LIABLE FOR ANY USAGE BY MEMBERS AND THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS SECTION SHALL APPLY TO YOU TO THE EXTENT PERMITTED BY LAW.
By using the Website and Services or by accepting these Terms and Conditions, you hereby irrevocable agree to indemnify and protect TNE, its employees, shareholders, officers and directors, other related companies and agents (collectively the "Agents") from and against any and all liabilities, claims, demands, actions, causes of action, damage, loss, cost or expense (including legal fees) of any kind and nature whatsoever asserted against TNE and other related companies in any manner relating to the use by you of the Website or Services, or any violation by you of these Terms and Conditions.
This Agreement shall terminate upon the termination of any service or membership agreement between TNE and the Member, and may be terminated by TNE if the Member fails to perform and comply with any of its obligations under these Terms and Conditions, or if there is a material breach by the Member of any of the provisions of these Terms and Conditions and the Member fails to cure such default within five (5) days from receipt of notice of such default from TNE. On termination of this Agreement, the Member will have no further access to the Website, all content provided by the Member on the Website shall be removed, and TNE will have no further obligation or responsibility to the Member, and nothing herein contained shall be construed to limit or restrict in any way TNE's ability to pursue any remedies it may have at law or equity pursuant to the provisions of this Agreement.
11. DISPUTE RESOLUTION
In the event of any dispute or claim with respect to the usage of the Website or Services, you agree to work with TNE in good faith to resolve such matters, disputes, or claims in a cost effective manner. If TNE deems fit, the matter may be referred to an arbitrator for settlement.
12. GENERAL TERMS AND CONDITIONS
- Notices. Any notice given by one party to the other shall be sufficiently given if (a) personally delivered or couriered, (b) mailed by registered mail, or (c) sent by facsimile or other electronic transmission, and shall be deemed to be received by the recipient on the third business day after mailing, if sent by registered mail, and on the day of delivery if delivered or sent by facsimile. Such notices shall be sent to the parties at the address as provided by the Members according to these Terms and Conditions.
- Enurement: These Terms and Conditions shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.
- Severability: In the event that any provision in this Agreement shall be deemed invalid by a court of competent jurisdiction, the remaining provisions or parts hereof shall be and remain in full force and effect.
- Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal proceedings arising out of these Terms and Conditions shall be brought in the Courts of Ontario and the parties hereby submit to the exclusive jurisdiction thereof.
- Review of this Agreement. You acknowledge that you have carefully read and understood these Terms and Conditions and are above the legal age of majority in your province, territory or state. You have a right and are encouraged to obtain legal advice before accepting these Terms and Conditions.