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Terms of Use for Users

INTRO

Thanks for using our products and services (“Services”). Clascal.com is provided to you by Clascal Inc. located at 1454 Dundas St East, Suite 124, Mississauga, Ontario, L4X1L4. If you have any questions about Clascal and our Website and for more information about Clascal Network and how Clascal Inc. handles personal information and privacy please contact us through the Clascal Customer Support customersupport@Clascal.com.

By using our Services, you are agreeing to these terms. Please read them carefully.

HIGHLIGHTS

1. 1. You are solely responsible for your content you post that include but are not limited to: posts, comments, classifieds, listing in directory, events.
2. 2. You will not have any claims against Clascal for disruption of Services or terminating your Account.

INTRODUCTION AND DEFINITIONS

1. 1. The Service is owned and operated by Clascal.com. (“Clascal”, “we”, “us” and “our”). Please carefully read these Terms (the “Terms of Use for Users”), because it forms a legally binding contract between Clascal and you (the “User”, “you” and “your”).

THE SERVICE

1. 1. To access and use some or a portion of the Services, you are required to register with us and set up an account with your email address and a password (your “Account”). You are solely responsible for maintaining the confidentiality of your password. You are solely responsible for all activities that occur under your Account. Therefore, you should protect your password and make your password difficult for others to guess.
2. 2. If you believe your Account may have been compromised, contact us immediately at Clascal Customer Support customersupport@Clascal.com. Subject to the terms and conditions of this Agreement we shall provide you with our Service to promote, disseminate, manage and optimize the performance of Advertising Campaigns. Advertising Campaigns may include, without limitation, URL links, texts, audio, images, animations, videos, logos, trademarks, copyright protected content, software scripts and code as well as the visualization produced by any of the foregoing and its operation on the end-users’ devices.
3. 3. We may, from time to time, establish and advise you of further guidelines and instructions regarding the Advertising Campaigns and their publication through your Online Assets, or any other aspect related to the Service. Such guidelines and instructions are binding and you must strictly follow them. If you object to any such guidelines and instructions, you may terminate this Agreement as set forth herein.
4. 4. You acknowledge and agree that we may adapt, adjust or modify the Advertising Campaigns and their publication through your Online Assets, as we may deem necessary for the proper performance of this Agreement and the provision of the Service.
5. 5. We may, at our sole discretion, engage and utilize Advertisers and other third parties, as we deem appropriate, in connection with the performance of this Agreement and the provision of the Service.
6. 6. We may employ various measures to detect and prevent fraudulent and abusive clicking or abusive exposure to our Advertising Campaigns. You will not, and will not encourage, permit or authorize any third party to generate false or fraudulent impressions of, or fraudulent clicks or any other non-human traffic (NHT) – related to any Advertising Campaign disseminated by or through the Service, including but not limited to repeated manual clicks, the use of robots or other automated query tools or computer generated search requests, or the fraudulent use of masked domains.
7. 7. You assume sole and full responsibility and liability for any and all financial and legal risks and implications resulting from the content of your Online Assets and the use of your Online Assets for publication of Advertising Campaigns as contemplated in the Agreement. You acknowledge and agree that Clascal will not, and is under no obligation to, review every detail, aspect, page or section of the Online Assets, for their content, suitability, appropriateness, lawfulness, compatibility with technical or industry standards or conventions or in any other respect.

OUR DASHBOARD AND YOUR ACCOUNT

1. 1. As part of the Service, you will be given online access to the Service’s Dashboard. The Dashboard provides analytical data regarding generated traffic related to your Online Assets and additional information regarding any Payment you are entitled to, following the terms of this Agreement. We may from time to time, add, omit or change the character and extent of information presented through the Dashboard.
2. 2. You must maintain the confidentiality of your account login details, and may not provide or disclose them to anyone else or otherwise allow or permit others to view the content accessible through your account. We may change your account’s password periodically. You are solely responsible and liable for all activities performed with or through your account.

RESTRICTIONS

You must comply with all applicable laws, regulations and rules, including tax laws, consumer protection laws, unfair competition laws, spam laws, intellectual property laws and privacy laws, as they pertain to your use of the Service or the Online Assets you provide and make available while using the Service. You are solely responsible for all acts or omissions associated with your access and use of the Service and the access and use of the Service by anyone on your behalf.

PAYMENTS

1. 1. Advertising Campaigns, CPM and Revenue are documented in our systems, logs and records following the terms of service. The information documented in our systems, logs and records is decisive, final, and non-contestable.
2. 2. Most of Clascal Services are provided for free. We may charge fees for certain Services like promoting your classifieds, events, banners or business directory listings. These charges may be a one-time payment or a subscription. If the service you use charges a fee, you will be able to review and accept that charge. Our fees are quoted in Canadian Dollars, and we may change them from time to time. We will notify you of changes to our fee policy by posting such changes on the site. We may choose to temporarily change our fees for promotional events or new services; these changes are effective when we announce the promotional event or new service. Our fees are non-refundable, and you are responsible for paying them when they’re due. If you don’t, we may limit your ability to use the Services. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms.
3. 3. Canadian taxes associated with our Services will be added to the charge, displayed before the payment and collected when applicable. You agree to provide accurate address information necessary for Clascal to comply with its obligations under applicable law. To the extent that such information is not provided, Clascal will in its discretion determine and collect appropriate taxes.
4. 4. You are solely responsible to collect and remit any applicable taxes resulting from the sale of your items or services listed on Clascal.
5. 5. The user bears the sole and exclusive responsibility for verifying the accuracy of all Payment details that it provides to Clascal, and for all consequences of any erroneous or inaccurate payment details it provides us. You will have no plea, claim or demand against us regarding any Payment not being reflected in your account, arising from or in connection with any erroneous or inaccurate Payment account details you provided us.

REPRESENTATIONS AND WARRANTIES

The Service may contain links to websites and online sources of third parties. We do not monitor such third party websites and online sources. You may find them or the information and content posted therein not compatible with your requirements, or you may object to their content, or find it to be annoying, improper, unlawful or otherwise unsuitable for you. By linking to such third party websites and online sources, we do not endorse, or sponsor their content, or confirm their accuracy, credibility, authenticity, reliability, validity, integrity, or legality. We assume no responsibility or liability whatsoever for such third party websites and online sources, or their availability.

1. 1. You are fully responsible for all the content you post or upload to Clascal, including but not limited to comments, classifieds, business directory listings, events, images.
2. 2. You must comply with all applicable local and international laws, regulations and rules;
3. 3. Do not breach and have not breached any duty toward or infringed any rights of any person or entity including, without limitation, intellectual property rights (including copyrights, patents and trademarks), the right of publicity, the right to privacy, or rights or duties under consumer protection laws, unfair competition laws and spam laws;
4. 4. Do not include and do not present any unlawful content or unlawful speech, including software viruses, Trojan Horses, Worms, Vandals, Spyware and any other malicious applications; any content encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under any applicable law; and any content which may be considered threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene, pornographic, drug related or racially, ethnically or otherwise objectionable.

Upon Clascal’s request, User shall immediately remove any Online Assets and Advertising Campaigns, as well as any code Clascal provided, if Clascal deems such Online Assets to be non-compliant with User’s representations and warranties in the clause above, at Clascal’s sole and absolute discretion. Clascal may use any measures it deems necessary to enforce the User to promptly comply with such requests.

PROHIBITED CONTENT

The list below details what can’t be posted on Clascal:

Adult

• • Including pornography, nude photos, videos, articles or erotic products
• • Adult, erotic or sexual services of any kind including but not limited to; bachelor parties, adult cleaning/ lawn care, webcamming, modeling, photography, escort and prostitution.
• • Also keep in mind, that replies to services ads for personal reasons or for solicitation of any sexual or otherwise inappropriate purposes are strictly prohibited and may result in a loss of ability to utilize Clascal.

Alcohol and drugs

• • Including the delivery of alcohol and related beverages
• • Note: Selling empty bottles, labels, caps as collectibles is permitted
• • Note: Recruitment of personnel such as bartender, front desk or salesman is permitted in the Jobs category
• • Hookahs
• • Bongs
• • Vaporizers
• • Shisha Molasses that includes tobacco
• • Nicotine inhalers or nasal sprays
• • Ads that include photos of any of the above items even if the Ad is for something else
• • Tobacco products packaged in classic packaging

Baby Walkers (in Canada and US)

Blood, Bodily Fluids and Body Parts

• • Including organs
• • Including surrogacy, fertility and donor requests (including sperm)

Burglary Tools

Car seats and booster seats (manufactured prior to January 1st, 2012)

Child adoption services (seeking and offering)

Combustible items (including flares)

• • Note: Emergency and distress flares are permitted only if they are designed and intended for signaling purposes
• • Note: No offers of shipping

Counterfeit items and distribution of copyrighted material

• • Including currency, stamps, coins
• • Including e-books

Electronic Surveillance Equipment

• • Designed or used primarily to illegally intercept/record the private actions or interactions of others without their knowledge or permission

Embargoed Goods

Government issued IDs, Badges, Uniforms and Licenses

• • Including transit, military, police, postal, etc.

Hazardous Materials

• • Including chemicals, pesticides, fireworks
• • Including commercial-level fertilizers or pesticides. Ie. Aerial pesticides or fertilizers used for dusting crops

High-Powered Laser Pointers

Illegal Drugs and Drug Paraphernalia (or any mention of related items or activities)

• • Including narcotics, steroids, marijuana, medicinal marijuana, etc.

Illegal Items and Services

Illegal or Unauthorized Wildlife Products

• • Bear traps (regardless of size)
• • Note: Given that certain types of bear traps are illegal - and that trapping regulations vary for each province and territory - no bear traps of any kind are permitted

Ivory or Bone

• • Including fossilized mammoth tusks
• • Note: Antiques that contain 5% or less of real ivory and were made before the year 1900, specifically musical instruments and furniture, are permitted. The year the item was manufactured as well as an image must be included in the ad.
• • Note: Bone, including fossilized teeth or bone, from non-ivory producing animals is permitted. The species must be indicated in the ad.

Identity Documents, Personal Financial Records & Personal Information

• • In any form, including mailing lists

Knives

• • Note: Collectable knives and swords (unsharpened, fantasy/antique) and kitchen utensils & cutlery are permitted

Lottery Tickets, Sweepstakes Entries and Coin Operated Slot Machines

Massage Services

• • Ad images are to be limited to head shots or photographs of the facility (no full body images)
• • Note: Ads posted by a Registered Massage Therapist (RMT) who is able to provide insurance receipts for customers is permitted
• • Note: Massage as part of an aesthetics package by a registered Aesthetician, but not offered on its own, is permitted

Offensive and Obscene Material

• • Including Nazi related artefacts and collectibles
• • Note: This excludes stamps, letters and envelopes with the Nazi symbol, currency issued by the Nazi government, military scripts and historically accurate WWII military model kits that have Nazi symbols

Prescription Drugs and Devices

Products that are unauthorized by Health Canada

Recalled items

Satellite products that violate the Radio-communication Act

Stocks and Other Securities

• • Including binary options
• • Note: On September 28th, 2017 the Canadian Securities Administrators (CSA) announced a complete ban on the advertisement, offer, sale or trade of binary options.

Stolen Property

Traditional Drop-Side Cribs

Used Cosmetics

Weapons (or any mention of related items, services or activities)

• • Including, but not limited to, firearms, firearm parts and magazines, ammunition, BB and pellet guns, replica weapons, tear gas, stun guns, crossbows and martial arts weapons
• • Including Airsoft guns, parts and ammunition
• • Note: Archery and paintball equipment are permitted

ABUSE

Abuse and unsolicited commercial communications (“spam”):

We do not tolerate abuse of our Website. You do not have permission to add other Clascal users to your mailing list (e-mail or postal) for commercial purposes, even if a user has purchased something from you, unless the user has given his explicit consent. If you notice that someone is abusing our Website (spam or spoof emails), please notify the Clascal Customer Support customersupport@Clascal.com.

GOOD NEIGBOUR RESPONSIBILITY

Using Clascal you will post in the appropriate category or area and will not do any of the following things:

1. 1. Violate any laws or our prohibited content policy
2. 2. Be false or misleading;
3. 3. Infringe any third-party right;
4. 4. Distribute or contain spam, chain letters, or pyramid schemes;
5. 5. Distribute viruses or any other technologies that may harm Clascal or the interests or property of Clascal users;
6. 6. Impose an unreasonable load on our infrastructure or interfere with the proper working of the Clascal;
7. 7. Copy, modify, or distribute any other person’s content;
8. 8. Use any robot, spider, scraper or other automated means to access Clascal and collect content for any purpose;
9. 9. Harvest or otherwise collect information about others, including email addresses, without their consent;
10. 10. Bypass measures used to prevent or restrict access to Clascal.
11. 11. Impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity.

CODE OF CONDUCT

1. 1. A Publisher, and not Clascal, has the responsibility of monitoring the content of their website including but not limited to Articles, Images, Comments, Classifieds, Biz Directory Listings and Events.
2. 2. We reserve the right to delete or ban those who we deem to be using replies inappropriately.

CONFIDENTIALITY AND DATA COLLECTION

You acknowledge and agree that we may use and share the data that we or the Service collect during the performance of this Agreement. We use standard data collection technology called “cookies”. We collect the data for the following purposes:

1. 1. To provide you with the Service, improve, enhance, and customize the Service, develop additional services, provide you with support and bug fixes, handle your inquiries, send you Service related recommendations and suggestions;
2. 2. To collect and pay fees, to conduct administrative activities necessary to maintain and provide the Service, enforce this Agreement, take any action in any case of dispute, or legal proceeding of any kind involving you, with respect to the Service, and prevent fraud, misappropriation, infringements, identity theft and other illegal activities and misuse of the Service.
3. 3. If we are required, or reasonably believe that we are required, by law, to share or disclose the data that we or the Service collect during the performance of this Agreement other than as specified above, or if you are required, or reasonably believe that you are required by law, to share or disclose Clascal’s Confidential Information, then the legally required Party (you or us, as the case may be) may share such data or Confidential Information to the extent legally required, provided that, if legally permitted, the disclosing Party will give prior written notice of the requirement to the other Party, to allow the other Party, at its exclusive cost and expense, to intervene and protect its interests in such data or Confidential Information, should it desire.

CHANGES IN THE SERVICE, DISCONTINUATION AND TERMINATION

1. 1. We reserve the right to terminate this agreement within 30 days without giving reason.
2. 2. We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
3. 3. You can stop using our Services at any time, although we’ll be sorry to see you go. Clascal may also stop providing Services to you, or add new limits to our Services at any time.
4. 4. We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.
5. 5. We may suspend your use of, and block your access to, the Service, immediately upon notification to you, if we believe that you have breached any clause of this Agreement. If you do not remedy the breach within twelve (12) hours of our notification, we may immediately terminate these Terms without liability to you.
6. 6. Notwithstanding any remedies that may be available to us under any applicable law, we may terminate these Terms immediately upon notification, without liability to you, in each of the following circumstances –
7. a. We believe that you have materially breached this Agreement, abused your rights to use the Service or became involved in legal proceedings that in our discretion interfere with the performance of this Agreement;
8. b. We are so required by law, regulation, order, or request of a competent governmental authority or agency;
9. c. We believe or assume that the Service is likely to be held to infringe (directly or indirectly), any third party right (including intellectual property rights or privacy rights);
10. d. Legal or business circumstances that materially and adversely affect our costs or potential liability associated with our provision of the Service;
11. e. We have decided to discontinue our business with respect to the Service.
12. 7. Clascal will send you a prior notice by email (or any other contact details you provided us) regarding the termination of this Agreement.
13. 8. Upon termination of this Agreement, we will cease to provide you with the Service and may block your access to the Dashboard. Termination of this Agreement or the suspension of your use of the Service will not prevent Clascal from taking any other actions or measures available to it under the applicable law.
14. 9. All provisions of this Agreement which by their nature should survive termination, will survive termination, including the following sections: Fees and Payments, Confidentiality, Non-Solicitation, Term and Termination, Intellectual property, Disclaimer of warranty, Limitation of liability, Indemnification and Governing law and jurisdiction.
15. 10. Clascal does not provide export of data from core Clascal system: Classifieds, Banners, Events, Directory, etc.
16. 11. We may, but are not obligated to, maintain the Service with periodic releases of bug fixes, code updates or upgrades. We will determine, at our discretion, the frequency and scope of such releases and you will have no plea, claim or demand against us or our directors, officers, employees, agents, advisors, consultants, subcontractors and assignees (collectively, our “Staff”), for any of these releases or the lack thereof.
17. 12. We may also, at any time and without prior notice, change the layout, design, scope, features or availability of the Service. Such changes, by their nature, may cause inconvenience or even malfunctions. You agree and acknowledge that we do not assume any responsibility with respect to, or in connection with the introduction of such changes or from any malfunctions or failures that may result therefrom.
18. 13. We may suspend the Service, in whole, or in part, for all publishers, or for certain publishers, without notice or liability to you.
19. 14. If you paid for advertising on such a discontinued Publisher site, we will issue a refund only up to the unused portion of the amound paid.

INTELLECTUAL PROPERTY

1. 1. All rights, title and interest, including copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, and all derivatives, improvements and variations thereof, are and will remain at all times, owned by, or licensed, to us. Other than what is expressly granted by this Agreement, this Agreement does not grant you any other rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions, licenses, or content with respect to, or in connection with, the Service.
2. 2. Clascal retains all trademark and service mark rights in the Service. You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to any of these marks and logos.
3. 3. Clascal’s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Clascal can use such data in accordance with our privacy policies.
4. 4. We respond to notices of alleged copyright infringement and investigate them. As a result we may terminate your Account with Clascal.
5. 5. You must avoid any action or omission which may dilute, or tarnish the goodwill of Clascal.

YOUR CONTENT IN OUR SERVICES

1. 1. Our Services allow you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content.
2. 2. Some of Clascal’s features may display your content on other sites that are part of the global Clascal Network (further referred to as ‘Network’). By using Clascal Services, you agree that your content can be displayed on these other sites. The terms for our other sites are similar to these terms, but you may be subject to additional laws or other restrictions in the jurisdictions where your ad is posted. When you choose to post your content to another site, you may be responsible for ensuring that it does not violate other site policies. We may remove your content if there are complains on any of our sites, or if we believe it causes problems or violates any law or policy..
3. 3. You can find more information about how Clascal uses and stores content in the privacy policy or additional terms for particular Services. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.
4. 4. All classifieds will expire in 60 days and will be deleted in 120 days after being posted.

SERVICE SUPPORT

We may, but are not obligated to, offer technical support in connection with your use of the Service, in the format, frequency, scope and scheme that we, at our sole discretion, determine from time to time. You will have no plea, claim or demand against us or our Staff in any matter related to our provision of technical support, or for the lack thereof.

DISCLAIMER OF WARRANTY

1. 1. THE AVAILABILITY AND FUNCTIONALITY OF THE SERVICE DEPEND ON VARIOUS FACTORS AND ELEMENTS, INCLUDING SOFTWARE, HARDWARE AND COMMUNICATION NETWORKS, PARTIALLY PROVIDED BY THIRD PARTIES. THESE FACTORS ARE NOT FAULT FREE. Clascal DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES, OR IMMUNE FROM UNAUTHORIZED ACCESS OR ERROR FREE.
2. 2. YOU ACKNOWLEDGE THAT GIVEN THE MULTITUDE OF FACTORS THAT AFFECT THE EFFECTIVENESS OF ADVERTISING CAMPAIGNS, INCLUDING THE PROSPECTIVE USER’S BEHAVIOR, THE PRESENCE OF COMPETING ADVERTISERS AND TECHNOLOGICAL LIMITATIONS, THE SERVICE MAY NOT PRODUCE THE OUTCOME YOU DESIRED, ANTICIPATED OR EXPECTED. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL RESULT IN ANY PARTICULAR OUTCOME, INCLUDING REVENUE. Clascal WILL NOT BE RESPONSIBLE FOR ANY LOSSES INCLUDING FINANCIAL LOSSES CAUSED BY DISRUPTION OF SERVICE.
3. 3. THE SERVICE IS PROVIDED FOR USE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. Clascal AND ITS STAFF DISCLAIM ALL WARRANTIES AND REPRESANTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, LIKELY-RESULT, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, LIKELY-RESULT OR PERFORMANCE OF THE SERVICE, WHETHER OR NOT MADE BY ANY OF OUR STAFF, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY Clascal FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF OUR STAFF WHATSOEVER.

LIMITATION OF LIABILITY

1. 1. Clascal AND ITS STAFF WILL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT, BUSINESS EARNINGS, REVENUE, WEBSITE TRAFFIC, OR DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE SERVICE, ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, ANY FAULT, OR ERROR MADE BY THE STAFF OR ANYONE ACTING ON ITS BEHALF, ANY COMMUNICATION WITH Clascal, OR ANY DENIAL, CANCELATION OR REVOCATION OF YOUR ACCOUNT.
2. 2. IN ANY EVENT, OUR AND OUR STAFF’S TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT YOU PAID TO Clascal IN THREE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE.
3. 3. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WE WILL BE FULLY RELEASED FROM OUR OBLIGATIONS AND LIABILITY TO YOU IF YOU HAVE BREACHED THE AGREEMENT, OR ANY OTHER TERMS, RULES OR REGULATIONS APPLICABLE TO THE SERVICE, OR IF THROUGH YOUR USE OF THE SERVICE, YOU INFRINGED OR VIOLATED ANY OTHER PERSON’S RIGHTS.

INDEMNIFICATION

1. 1. Each party to this Agreement hereby agrees to indemnify, defend, hold harmless and compensate the other party including its officers, employees, and anyone acting on its behalf, for any direct expense, payment, loss, or any other direct damage, including reasonable legal fees, resulting from any third party allegation, complaint, claim, or demand, arising from, or in connection with any breach of this Agreement or any false representation by the other party.
2. 2. The above indemnification is subject to the party requesting to receive indemnification: (i) promptly notifying the indemnifying party of any third party claim with respect to which it wishes to receive indemnification; (ii) cooperating with the indemnifying party and providing it with all applicable information in this regard; (iii) the indemnifying party being entitled to take over the defense against the claim, and (iv) not entering into any settlement without the indemnifying party’s prior written consent.

ABOUT THESE TERMS

1. 1. We may modify these terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. We’ll post notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.
2. 2. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.
3. 3. These terms control the relationship between Clascal and you. They do not create any third party beneficiary rights.
4. 4. If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
5. 5. If it turns out that a particular term is not enforceable, this will not affect any other terms.

GOVERNING LAW AND JURISDICTION

Regardless of your place of residence or where you access or use the Service from, this Agreement, your use of the Service and any dispute arising therefrom, or in connection with you and Clascal, will be governed by and construed exclusively in accordance with the laws of Ontario, Canada excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than Ontario, Canada.

GENERAL

1. 1. The Agreement constitutes the entire agreement between you and Clascal with respect to the Service and supersedes any and all other prior or contemporaneous agreements or understandings. No waiver, concession, extension, representation, alteration, addition or derogation from the Agreement, or pursuant to the Agreement, will be effective or binding unless consented to explicitly and executed in writing by a Clascal authorized representative.
2. 2. The Agreement does not, in any way, create a partnership, joint venture, employment relationship, franchise, agency or any other similar relationship between Clascal and you, and nothing in the Agreement will be interpreted or construed as creating or establishing any such relationship.
3. 3. Failure on the part of Clascal to demand performance of any provision of the Agreement will not constitute a waiver of any right under the Agreement.
4. 4. You may not assign or delegate this Agreement or any of your rights and obligations hereunder, without our express prior written consent. Any purported assignment, in contravention of the above will be null and void. We may assign or delegate this Agreement in its entirety, or any of our rights and obligations hereunder, without the need for your specific consent, for example upon a merger, acquisition, change of control or the sale of all or substantially all of the equity or assets relating to Clascal or the Service.
5. 5. With such assignment or delegation of the entire Agreement, we are fully released from all our duties, liabilities and obligations under this Agreement.
6. 6. The section headings in the Agreement are included for convenience only and will take no part in the interpretation of the Agreement. The term “Including”, as used throughout this Agreement, whether capitalized or not, means without limitation.

SEVERABILITY

If any provision of the Agreement is held to be illegal, invalid, or unenforceable by a competent court, then the provision will be performed and enforced to the maximum extent permitted by law, and the remaining provisions of the Agreement will continue to remain in full force and effect.

Date of last modification: Aug 23, 2019. Previous Terms you can see here.

© Copyright 2019 by Clascal. All Rights Reserved