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FUTURE PROOF YOUR DATA - LEARN MOREIMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF SERVICE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. These Terms of Service (“Terms of Service“) apply to the websites, applications and other interactive features or services that post a link to these Terms of Service (each, a “Service” and collectively, the “Services“). Bread & Butter IO Inc. and our subsidiaries are referred to collectively in these Terms of Service as “B&B“, “we“, “us” or “our.” “You,” “your” and “user” refer to any person or entity using the Services.
These Terms of Service govern your use of the Services, regardless of how you access them, whether by computer, mobile device, or otherwise; and whether directly through our Services, or through any third-party website that links to them (“Linked Services“), and regardless of whether you are a registered user or a guest.
By clicking subscribing to the Services or by using the Services, you agree to the Terms of Service. If you do not agree to the Terms of Service, you are not authorized to use the Services and you must cease all such use immediately.
In some instances, both these Terms of Service and additional terms and conditions may apply to your use of certain services (“Additional Terms“). For example, if you have engaged us to perform custom or enterprise level services, then Additional Terms may apply to those services. We will make those Additional Terms available to You with the relevant Services. If you use those Services, the Additional Terms that apply will become part of this agreement between You and B&B. To the extent there is a conflict between these Terms of Service and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
Account Registration and Termination
B&B provides a variety of Services, designed to improve how businesses collect, analyze, audit, and confirm customer information. You may only have one B&B account for use of the Services. You may not create or use more than one account, and you may not share your account or any of the Services with others. All information you provide to create an account must be accurate and complete. You may not impersonate any other person or use a name that is not your own. It is your responsibility to update your account information to keep it current and accurate. When you set up an account, you must also choose a password. You are solely responsible for maintaining the confidentiality of your password, and for any and all use of your account. You agree not to use the account, username, or password of another user at any time, nor to disclose your password to any third-party. You agree you will not sell or share or otherwise transfer your membership or any membership rights. You agree to notify B&B immediately if you suspect any unauthorized use of your account or access to your password. B&B has the right to terminate your account for any reason at our sole discretion without notice to you.
Age and Residence Requirements
The Services are available to individuals age 13 and over. If you are between the ages of 13 and the age of majority where you live, you must review these Terms of Service with your parent or guardian to confirm that you and your parent or guardian understand and agree to it. All dollar values in this Terms of Service refer to United States dollars. The Services are not intended for distribution or use in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject B&B to any registration requirement within such jurisdiction or country. By registering, you certify that you are not on any list of restricted persons with whom it is unlawful for a Canadian or American company to do business. B&B operates the majority of its Services in Canada. B&B makes no representations or warranties that the Services are appropriate for use or access in other locations. Anyone using or accessing the Services from other locations does so on their own initiative and is responsible for compliance with local laws. We reserve the right to limit the availability of the Services and/or the provision of any content, program, product, service or other feature to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide. We will notify you before we exercise these rights, except when we are not required to and when required to protect our reputation, the integrity of our services or if you breach these Terms of Service.
Proprietary Rights
The Services are owned and operated by B&B. Unless otherwise explicitly specified by B&B, all materials that are included in or otherwise a part of the Services, including past, present, and future versions, domain names, source and object code, the text, site design, logos, graphics, as well as the selection, assembly and arrangement thereof and the “look and feel” of the Services (collectively, “B&B Content“), are owned, controlled, or licensed by B&B or B&B’s third-party partners. B&B Content is protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties. Any unauthorized use of B&B Content is prohibited. Any unauthorized use of the materials appearing on the Services may violate copyright, trademark, patent, and other applicable laws, rules, regulations, and treaties, and could result in criminal or civil penalties.
Your License to Use B&B Content
Subject to your compliance with these Terms of Service, B&B grants you a limited, personal, non-exclusive, revocable and non-transferable license to use the Services, and the B&B Content contained therein, to which you have subscribed or otherwise purchased from us. You agree not to view, copy, or procure content or information from the Services by automated means (such as scripts, bots, spiders, crawlers, or scrapers), or to use other data mining technology or processes to frame, mask, extract data or other materials from the B&B Content (except as may be a result of standard search engine or Internet browser usage), unless formally authorized by B&B under separate written agreement. No materials from the Services may be copied, reproduced, modified, republished, downloaded, uploaded, posted, transmitted, or distributed in any form or by any means without B&B’s prior written permission or as expressly provided in these Terms of Service. When you download or use the B&B Content as authorized by these Terms of Service, you must: (a) keep intact any and all copyright and other proprietary notices; (b) make no modifications to the B&B Content; and (c) not copy or adapt any object code associated with the Services or reverse engineer, modify or attempt to discover any source code associated with the Services, or allow or assist any third-party (whether or not for your benefit) to do so. All rights not expressly granted herein are reserved. Where you purchase a subscription or a license to access any Service, you may not share that subscription or license with others. B&B may impose reasonable limits on your scope of access to our Service, including limits on time or number of materials accessed or machines used to access such Content, to prevent unauthorized third-party access to or use of that Content.
Widgets
Similarly, the Services may provide content that you may choose to embed on your personal web page, third-party website or social networking site by pasting the HTML or other code provided by us (typically labeled as an embed code) (“Widgets“). Widgets are B&B Content and subject to the limited, revocable license described above. We may discontinue providing the services necessary for the Widgets to operate or we may disable Widgets you have embedded at any time for any reason without any liability to you. You agree that our permission to you to use Widgets does not provide you (or any third-party) with any intellectual property rights in or to the Widget or any B&B Content made available via any Widget.
Equipment
To use the Services, you may need certain hardware, software, capabilities and other resources (including a suitable connection to the Internet). You are solely responsible for procuring and maintaining such resources at your own cost.
NOTICE TO THIRD-PARTY SITES
Any B&B Content made available in connection with your site, or otherwise, by our Widgets, third-party widgets or otherwise, is our exclusive property and no grant of any intellectual property rights is made by us. We retain the right to demand that you cease any use of B&B Content upon notice.
Feedback
When you submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish any review, problem, suggestion, idea, solution, question, answer, testimonial, feedback, message, image, video, text, profile data or other material (“Feedback“) to B&B, any B&B employee or contractor, or a B&B Website, you grant B&B and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by B&B, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the Feedback.
Note that we may create, facilitate or display social advertisements, whereby your name, profile and photo may be used to advertise products and services to your network based on your use of the Services and your interactions with B&B.
You further agree that B&B is free to use any ideas or concepts contained in any Feedback for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services, and creating informational articles, without any payment of any kind to you. You authorize B&B to publish your Feedback in a searchable format that may be accessed by users of the Services and the internet. To the fullest extent permitted by law, you (a) waive (to the maximum extent permitted by applicable law) any moral rights you may have in any Feedback you submit in favor of B&B and its successors-in-interest, even if such Feedback is altered or changed in a manner not agreeable to you and (b) agree and consent to B&B doing, or refraining to do, any act that would otherwise infringe any moral rights you have (to the extent that any moral rights cannot be waived under applicable law).
B&B is not required to host, display, or distribute, and may remove at any time, any Feedback. B&B reserves the right to change the format, sizing, and any other display specifications of the Content as it sees fit.
You represent and warrant that (i) you own the Feedback submitted by you on, through or in connection with the Services, or otherwise have the right to grant the licenses set forth in this section, and (ii) the posting of your Feedback on, through or in connection with the Services and/or Linked Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. Upon B&B’s request, you will furnish B&B any documentation, substantiation or releases necessary to verify your compliance with these Terms of Service.
Except as otherwise described in the posted Privacy Policy, or other agreement on the Services presented at the time you provide your Feedback (defined below), you agree that your Feedback will be treated as non-confidential and non-proprietary and will not be returned. You acknowledge and agree that your relationship with B&B is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Feedback does not place B&B in a position that is any different from the position held by members of the general public, including with regard to your Feedback. None of your Feedback will be subject to any obligation of confidence on the part of B&B.
It is our policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested, to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently.
Acceptable Use Policy
You are solely responsible for the Feedback you submit, through or in connection with our Services, and any material or information that you transmit via the Service. When you upload or otherwise provide information via the Services, you agree to comply with the following rules. In addition to removing such prohibited materials, B&B may terminate the responsible accounts, and/or report such activities to law enforcement authorities as appropriate.
Prohibited user activity includes, but is not limited to, anything that B&B determines:
Prohibited activities also include, without limitation:
Service Modifications
B&B reserves the right, in our sole discretion, to make changes to or discontinue any of the Services at any time. Any description of the Services provided by B&B is not a representation that the Services are working or will always work in that manner, as B&B is continuously updating the Services, and these updates may not always be reflected in the Terms of Service.
Email Notifications
Notifications or receipts from B&B will be delivered to you by email at the address you provided to B&B when you created your account or as later updated.
Account Cancellation
You may request cancellation of your account at any time throughout your use of our Services. To the fullest extent permissible under applicable law, your account will only be cancelled and closed after all transactions have been processed. B&B may cancel your account in its sole discretion for any reason, including but not limited to breach of these Terms of Service.
Payments and Payment Processing
Validation: B&B may require users of the Services to provide a valid method of payment (e.g., credit or debit card, PayPal account, etc.) tied to an account at a financial institution when they register for an account (to ensure users are able to make applicable payments to B&B) or upon ordering Services. If a method of payment is required, you are responsible for ensuring that a valid method of payment is associated with your B&B account at all times (either the original method of payment or a replacement). To confirm your method of payment is valid, B&B may initiate a “pending” charge on the account. This charge will not be confirmed and, therefore, you will not be charged and it will simply disappear from your financial statement (usually within seven days – check with your financial institution for additional information). Please be aware that this pending charge may be initiated each time you edit the payment information for your account or place an order that cannot be processed.
Authorization Holds: For certain transactions, we may authorize anticipated charges and taxes from your method of payment. The amount of the authorization sought will depend on the transaction and may also vary depending on the nature of the payment method you have provided. This is sometimes referred to as an authorization hold and these funds may not be available for your use. If the fees incurred exceed the authorization hold, we may automatically request additional authorization holds. If the provider for your method of payment rejects any authorization, you agree that we may charge any other method of payment we have on file for you (without notice to you, unless required by applicable law). At the conclusion or termination of an ongoing transaction, if the charges do not exceed the amount due, the authorization for the amount not utilized will be released per the rules of your payment method provider. The timeframe for an authorization hold to be removed will depend on the policies of your financial institution. You are responsible and liable for ensuring that enough funds are available in connection with the payment method used at the time any transaction is processed.
Certain Payments and Renewals
Payment for certain Services is due in advance of each applicable membership period (e.g., monthly or annually). EXCEPT WHERE PROHIBITED BY LOCAL LAW, MONTHLY AND ANNUAL MEMBERSHIPS MAY AUTOMATICALLY RENEW AND YOUR CREDIT CARD OR OTHER PAYMENT METHOD WE HAVE ON FILE FOR YOU WILL BE CHARGED ON THE FIRST DAY OF EACH RENEWAL PERIOD UNTIL YOUR MEMBERSHIP IS TERMINATED BY US OR CANCELLED BY YOU. IF ANY OF OUR CHARGES ARE REJECTED FROM THE PAYMENT METHOD YOU HAVE INDICATED IS YOUR PREFERABLE PAYMENT METHOD, YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO, IN OUR SOLE DISCRETION: (I) RETRY SUCH PAYMENT METHOD; AND/OR (II) COLLECT FROM ANY OTHER PAYMENT METHOD WE HAVE ON FILE FOR YOU. You agree to pay all applicable fees for your memberships and use of our paid Services, plus any applicable taxes or other charges as may be required, when due and payable. All fees and charges are payable in advance and non-refundable, including after cancellation, unless otherwise disclosed at the time of purchase. If you wish to cancel your membership in a Service (if available), please visit the customer support web area on the Services. Cancellation of memberships (if available) will take effect as detailed in the cancellation information for the specific Service you want to cancel but generally, your subscription will terminate at the end of the then-current Subscription period for which you have paid (i.e., your subscription cancellation will be effective on the next renewal date of your subscription. UNLESS PROHIBITED BY APPLICABLE LAW, ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.
Free Trial Memberships
Where permitted by local law, we may from time to time offer free trials for some of our Services. Such trials may require you to register with a valid credit card to commence. Users that sign up for a free trial membership at a particular level will be automatically renewed at the promoted membership rate for that level at the end of the trial period unless the user cancels the membership at least before the end of the trial, unless the terms of the offer explicitly state otherwise. You can cancel a free trial online on the Services or by contacting B&B’s customer support. Only one free trial membership is allowed per person. Subsequent registrations do not qualify for free trials. Unless the terms of a promotion state otherwise, for promotions that include “free” periods with “paid” periods, paid periods will elapse first. We may introduce new or additional features, services or materials to the Services which may be a part of, or priced separately from, existing levels of membership at our sole discretion.
Other Policies: Where your billing address is requested, you must provide the address and phone number your financial institution has on record, as well as the card’s security code (e.g., CVC, CVV, CID). B&B will make reasonable efforts to process your transactions in a timely manner, but we make no guarantees regarding the processing time for charges. B&B may store your method of payment and you hereby acknowledge and agree that B&B may charge you for, and you will pay for, any charges specified on the Services. B&B reserves the right to place you into collections if you fail to timely pay for the products and services ordered through the Services; collections may be done by B&B or a third-party on B&B’s behalf. You also agree that we may, at our discretion, send your account to a collection agency, and except where prohibited by local law, recover our reasonable costs of collection from you, if you fail to pay all fees due and owing to B&B.
Third-Party Links, Content and Applications
There may be links from the Services, or from communications you receive from the Services, to third-party websites or online features. The Services also may include third-party content that we do not control, maintain or endorse.
Functionality on the Services may also permit interactions between the Services and a third-party website or online feature, including applications that connect the Services or your profile on the Services with a third-party site. For example, the Services may include a button enabling you to indicate, on your social networking page, that you “like” a specific product on the Services, or a feature that lets you post to your social networking page a link to a specific product or the ability to share content from the Services or your Feedback with a third-party, which may be publicly posted on that third-party’s website. Using this functionality typically requires you to login to your account on the third-party website. We do not control any of these third-party sites or any of their content. Neither B&B nor its service providers are responsible for the practices of any third-party. Accordingly, you expressly acknowledge and agree that we make no representations or warranties about the completeness, accuracy, or existence of any advertising, products, or other materials on or available from third-party sites or online features and any reliance placed by you on such materials is at your own risk. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH SUCH THIRD-PARTIES FOUND THROUGH THE SERVICES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD-PARTY.
Linking Policy
B&B grants you the revocable permission to link to the websites on which these Terms of Service are posted; provided, however, that any link to such a website: (a) must not frame or create a browser or border environment around any of the content on such websites or otherwise mirror any part of such websites; (b) must not imply that B&B or the Services are endorsing or sponsoring any third-party or its products or services, unless B&B has given the third-party prior written consent; (c) must not present false, misleading or offensive information about B&B or its products or services; (d) must not use any B&B trademarks without the prior written permission from B&B; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable; and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms of Service. By linking to a B&B Website, you agree that you do and will continue to comply with the above linking requirements.
Notwithstanding anything to the contrary contained in these Terms of Service, B&B reserves the right to prohibit linking to any B&B Website for any reason in our sole and absolute discretion.
Categories of Users
You may use B&B’s Services as a “Customer” or a “Visitor.” “Customers” may include a variety of designated levels of customers who may be charged for Services according to the terms of a particular offer or membership levels. “Visitors” are users that have not registered for an account with us and access the Services typically through using the websites and applications of Customers who are using our Services. The membership levels, the benefits and pricing of each level of membership may vary and are subject to change at any time, please read the terms of any particular level of membership carefully before accepting it. B&B may modify these levels and benefits from time to time, and each such modification is effective as soon as we post it on the relevant Services except to the extent that your particular pricing structure is established in writing for a period of time in the future, such as an annual plan. It is therefore important that you review the membership page regularly to ensure you are aware of any such changes.
Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE B&B WEBSITES AND SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, B&B AND ITS SUBSIDIARIES, DIRECTORS, EMPLOYEES, MANAGERS, OFFICERS, AGENTS, REPRESENTATIVES, VENDORS, THIRD-PARTY DISTRIBUTORS AND THIRD-PARTY LICENSORS OF CONTENT SOLD THROUGH B&B (COLLECTIVELY THE “B&B PARTIES“) SPECIFICALLY MAKE NO REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO (A) THE B&B WEBSITES OR THE SERVICES; (B) THE B&B CONTENT; (C) USER CONTENT; AND/OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO B&B OR VIA THE SERVICES. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE B&B PARTIES DISCLAIM ALL GUARANTEES, CONDITIONS, WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE B&B PARTIES SPECIFICALLY DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER, NETWORK OR OTHER SOFTWARE AND EQUIPMENT THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, B&B DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE CONTENT OF ITS PRODUCTS, WEBSITES OR SERVICES, OR REGARDING THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, RELIABILITY, USEFULNESS OR OTHERWISE, UNLESS SPECIFICALLY SET OUT ON THE SERVICES. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE B&B PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE B&B PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.
INCLUSION OF ANY LINKED WEBSITE OR FEATURE ON THE SERVICES DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF THE LINKED WEBSITE OR FEATURE BY B&B. B&B TAKES NO RESPONSIBILITY FOR THIRD-PARTY ADVERTISEMENTS OR LINKED SERVICES THAT ARE POSTED ON, THROUGH OR IN CONNECTION WITH THE SERVICES OR LINKED SERVICES, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR SERVICES PROVIDED BY THESE THIRD-PARTIES. THIS “DISCLAIMERS” SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP WITH B&B.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF GUARANTEES, CONDITIONS, WARRANTIES OR TERMS IMPLIED OR IMPOSED BY ANY APPLICABLE LAW. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY GUARANTEE, WARRANTY, TERM OR CONDITION, RIGHT OR REMEDY IMPLIED OR IMPOSED BY ANY APPLICABLE LAW WHICH CANNOT LAWFULLY BE EXCLUDED, RESTRICTED OR MODIFIED.
Limitations of Liability; Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE B&B PARTIES BE LIABLE FOR ANY INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES RELATED TO: (A) THE SERVICES; (B) THE B&B CONTENT; (C) FEEDBACK; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (E) ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE B&B PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SERVICES; (F) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICES’ TECHNICAL OPERATION; OR (H) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE B&B PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE B&B PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE AMOUNTS PAID BY YOU, IF ANY, TO B&B IN THE PAST SIX MONTHS, OR $250, WHICHEVER IS GREATER. THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE B&B PARTIES’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES TO THE STRICT EXTENT RECOVERABLE PURSUANT TO APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE THE B&B PARTIES’ LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY THE B&B PARTIES, OR FOR THE B&B PARTIES’ GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT, OR FOR LOSSES OR DAMAGES WHICH MANY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAWS IN YOUR JURISDICTION. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP WITH B&B.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE B&B PARTIES’ ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER B&B CONTENT OWNED OR CONTROLLED BY THE B&B PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER B&B CONTENT OWNED OR CONTROLLED BY THE B&B PARTIES.
Indemnity
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the B&B Parties from and against any and all loss, liability, damages, judgments, claims, demands, costs, investigations, settlements, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or directly or indirectly relating to (a) your Feedback; (b) your breach or anticipatory breach of these Terms of Service or any Additional Terms; (c) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (d) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (e) any misrepresentation made by you; or (f) the B&B Parties’ use of your information or Feedback as permitted under these Terms of Service, the Privacy Policy, or any other written agreement between you and B&B. You will cooperate as fully required by the B&B Parties in the defense of any claim. The B&B Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the B&B Parties. These indemnity obligations shall survive any expiration or termination of your relationship with B&B.
Export
Software related to or made available by the Services may be subject to the export control laws of Canada or any other relevant jurisdiction which requires any export license or other governmental approval prior to exporting such materials, product, or content. In particular, but without limitation, no software from the Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) a country to which the Canada has embargoed goods; (b) to anyone on who is subject to applicable Canadian sanctions; or (c) to any other party that may be subject to any export controls or embargo restrictions applicable in your jurisdiction. By downloading any software related to the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. Further, by using any of the Services, you represent and warrant that you are not on any Canadian or other government list of restricted or prohibited persons with whom a Canadian company or a company offering business in your jurisdiction may do business.
Informal Dispute Resolution
There might be instances when a Dispute (as defined under “Dispute Resolution” below) arises between you and B&B. If that occurs, B&B is committed to working with you to reach a reasonable resolution. You and B&B agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome. Except to the extent prohibited by applicable law, you and B&B therefore agree that before either party commences an action against the other, we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute.
Dispute Resolution
If a dispute arises between you and B&B, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Most concerns regarding the Services can be resolved quickly and to a customer’s satisfaction through informal dispute resolution. The parties mutually agree that any dispute arising out of or in connection with these Terms that cannot be resolved by such method, including any question regarding existence, validity or termination of these Terms, will be decided by the courts of competent jurisdiction located in the City of Vancouver, British Columbia.
These Terms of Service, including any Additional Terms, and their subject matter and formation are governed by the laws of the Province of British Columbia and federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provisions or rules. The parties mutually agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) will not apply to these Terms of Service, the Services, or to any dispute or transaction arising out of these Terms or your use of the Services.
Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy
Miscellaneous
Unless otherwise stated in these Terms of Service, if any provision of the Terms of Service is declared to be wholly or partially void, invalid, illegal or unenforceable, that provision is severed to the extent that it is void, invalid, illegal or unenforceable and all remaining provisions continue in full force and effect. The failure of B&B to exercise or enforce any right or provision of the Terms of Service is not a waiver of such right or provision. The section titles of the Terms of Service are for convenience only and have no legal or contractual effect. Non-performance of either party, except for the failure to make required payments, will be excused to the extent performance is delayed or rendered impossible by any reason where failure to perform is beyond the reasonable control of the non-performing party. This “Miscellaneous” section shall survive any expiration or termination of your relationship with B&B.
Changes
B&B may modify the Terms of Service including the linked policies contained herein from time to time (“Updated Terms“). You agree that we may notify you of the Updated Terms by posting them on the B&B Website so that they are accessible via a link on the home page, and that your use of our Services after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify), you agree to be bound by the then-current version of the Terms of Service, including any changes we may have made since the last time you used our Services. It is therefore important that you review the Terms of Service regularly to ensure you are aware of any such changes. The updated Terms of Service will be effective as of the time of posting, or such later date as may be specified in the updated Terms of Service, and will apply to your use of the Services from that point forward.
Entire Agreement
The then-current Terms of Service, including (a) any related policies and terms referenced in the Terms of Service and (b) any Additional Terms, are the entire agreement between you and B&B regarding the Services. The Terms of Service may not be modified without the consent of a duly authorized representative of B&B and will supersede and prevail over any terms or conditions you may include with any purchase order or other transaction document or communication with us, regardless of whether B&B signs them or fails to object to them. This “Entire Agreement” section shall survive any expiration or termination of your relationship with B&B.
Contacting B&B
If you have any questions or concerns regarding the B&B Websites or Services, please write to us at https://breadbutter.io/contact/. All notices, authorizations, and requests to B&B shall be deemed given on receipt.
Last Updated: August 21, 2024
CAN: 40618056.1
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