——————- Please read the following carefully.
——————- Your Registration Obligations
——————- We may at times require that you register and/or set up an account to use certain portions of our Services, or our Services as a whole. In order to do so, you may be provided, or required to choose, a password, user ID, and/or other registration information, including, but not limited to, personal information (collectively, “Registration Information”). You agree and represent that all Registration Information provided by you is accurate and up-to-date. If any of your Registration Information changes, you must update it by sending the corrected Registration Information to us at: firstname.lastname@example.org or by using the appropriate update mechanism on our Site, if available. If Reputation.ca believes that the Registration Information you provide is not correct, current, or complete, Reputation.ca reserves the right to refuse you access to its Services. However, Reputation.ca has no obligation to verify the accuracy, currency completeness or usefulness of any Registration Information that you have provided to our Services. You must be at least eighteen (18) years old to use the registered Services. Your use of the registered Services is a representation to Reputation.ca that you are at least eighteen (18) years of age. You agree to cooperate with Reputation.ca’s reasonable measures to verify your identity and authority in connection with your use of the Services.
——————- If you are accessing our Services on behalf of a body corporate (which includes a company or other organization with legal personality wherever or however incorporated), a partnership, a trust, a joint venture or an incorporated association or organization (the “Company”), by accessing our Services, that Company accepts these terms and you warrant that you are authorized to accept these terms on behalf of such Company. User ID/Password
——————- Restrictions On Use
——————- Proprietary Information
——————- The entire contents of the Site, including without limitation, all names, designs, graphics, images, illustrations, photographs, artwork, video, audio, software, code, data, text, displays, the Site’s “look and feel”, logos, slogans, trade-marks, trade names, service marks, domain names, and the design, selection, arrangement and presentation of the Site as a collective work and/or compilation is protected under Canadian copyright, trademark, competition and other laws of Canada and other nations, and is owned by Reputation.ca or has been licensed to Reputation.ca.
——————- By using our Services, Reputation.ca will provide you with documents and resources, verbally, electronically or written, (“Documentation”) owned by Reputation.ca or licensed to Reputation.ca which are protected under copyright, trademark, patent and other intellectual property rights. All content in the Documentation, including the collection, arrangement, and assembly of such content, is the exclusive property of Reputation.ca or licensed to Reputation.ca. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Documentation or content in the Documentation, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of Reputation.ca. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Reputation.ca or allow any third party to access the Documentation. The restrictions set out herein shall not apply to the limited extent the restrictions are prohibited by applicable law. Nothing contained in this Site and provided by our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark, service mark, logo or any other intellectual property.
——————- Information To Be Kept Confidential
——————- a. Disclosure of Information. Each party shall disclose and make available to the other party all information reasonably necessary for the other party to perform and discharge their obligations within this agreement.
——————- b. Information to be Confidential. Each party covenants and agrees with the other party as follows:
————————————–i. All information disclosed to a party by the other party in accordance with this Agreement (hereinafter, “sensitive information”) shall be deemed to be confidential, secret and private in nature unless the parties have expressly agreed otherwise;
————————————–ii. Each party shall hold all sensitive information in the strictest confidence and shall not directly or indirectly use or reproduce or share with any third party any sensitive information for any purpose except performing their obligations, in accordance with this Agreement.
——————- Third Party Content
——————- Our Services may also contain information or materials (“Third Party Content”) that is owned or provided by persons other than Reputation.ca (“Third Party Providers”). Reputation.ca makes no representations and warranties with respect to any such Third Party Content and does not undertake to conduct any independent investigation of Third Party Content. Inclusion of Third Party Content from Third Party Providers with our Services does not mean, unless expressly stated otherwise, that Reputation.ca endorses or agrees with such Third Party Content.
——————- You understand that you have no proprietary rights in the Third Party Content and that the Third Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third Party Content.
——————- You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Third Party Content, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of the Third Party Providers. You shall use your best efforts to stop any such copying or distribution immediately after you become aware of such use.
——————- Any sites owned and operated by Third Party Providers will have their own terms and conditions and policies that may prohibit Reputation.ca from altering, deleting or copying the content, including content written and posted by the users of these sites (“User-Generated Content”), without the consent of the Third Party Providers or its users.
——————- Use Of Our Services
——————- Reputation.ca expects that you will access and use our Services in a professional, responsible and business-like manner in accordance with applicable laws. By using our Services, you may have the opportunity to engage in dialogue with representatives of Reputation.ca through the sending of emails, by using our live chat service or by visiting our office. Reputation.ca welcomes your questions, suggestions, ideas and other information (collectively “Information”) communicated to Reputation.ca by you through our Services so long as any such Information is not obscene, illegal, threatening, defamatory, libellous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful or racially, ethically or otherwise objectionable, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties.
——————- You further agree that you shall use our Services for lawful purposes only and represent and warrant that you will not use our Services to:
——————- -e-mail, provide us with, or otherwise transmit any Information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
——————- -e-mail, provide us with or otherwise transmit any Information that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so; remove any proprietary notices or labels, or any promotional or advertising material, from our Services; post or insert on our Site or e-mail, transmit or send via the Internet any unsolicited or unauthorized advertising, branding, promotional materials, commercial solicitation, political campaigning, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
——————- -impersonate any person or entity or misrepresent your affiliation with any other person or entity, including without limitation, using a false email address or misleading Reputation.ca as to your identity when you are on our Site or otherwise communicating with Reputation.ca;
——————- -upload, e-mail, send via the Internet, provide us with, or otherwise transmit any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any Reputation.ca or third party computer hardware, software, networks, or hardware or telecommunications equipment; interfere or attempt to interfere with or disrupt our Services including but not limited to our servers or networks connected to our Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” our Site or disobeying any requirements, procedures, policies or regulations of networks connected to our Services;
——————- -direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at Reputation.ca’s computer systems or otherwise, create unreasonable load upon any of Reputation.ca’s computer hardware, network, storage, input/output or electronic control devices; -use our Services for any public or commercial purposes, without the express prior written permission of Reputation.ca;
——————- -intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Services; modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any of our Services, including but not limited to any portion of our Site; or collect or store personal data about other users of our Services.
——————- The online order form, online submission page, invoice, and/or proposal (the “Order”) will specify the Services that you are licensing or purchasing. By submitting an Order, you are submitting an offer to obtain the right to use the Services pursuant to the Terms set forth herein. You must be the person, or an authorized representative of the person or entity, for whom you have requested that we perform Services (the “Named Party”), or you must otherwise indicate and verify with us that the person or entity for whom we will perform our Services has consented to your purchase of and our provision of the Services on his/her/its behalf. If the Named Party is a minor, in order to purchase Services, you represent and warrant that you are the parent or legal guardian of the minor for whom Services are purchased.
——————- Reputation Advisor
——————- By placing an Order for Services, you authorize us to be your reputation advisor. As your advisor, you authorize us to use the information you have provided to us, including personally identifying information, to search the Internet and the “deep Web” using any tools available and to find and remove your personal information from the Internet. As your reputation advisor, you authorize us to use optimization techniques to suppress unwelcome content and promote welcome content above unwelcome content on Internet search engines. In addition, you authorize us to contact third parties, including creators or aggregators of personal information or unwelcome content, hosts of personal information or unwelcome content, and other parties who might have control or authority over such content, and to take such actions as we deem appropriate to remove or suppress such content. You authorize us to take such action on your behalf and to identify ourselves as acting on your behalf. You recognize that such contact and techniques may have unpredictable side effects, including but not limited to negative responses from others. You agree to provide the information required for the Services and understand that, in most cases, the higher the quality of information provided by you, the better the results you will experience.
——————- Content Publishing
——————- If content publishing is included in the Services we provide to you, you authorize us to use the content, trademarks, logos, photos, videos, advertisements, information, and other materials provided or identified by you (the “Client Materials”) to create and publish Web content, including content that represents you or the Named Party on any websites we deem fit for the purposes of providing the Services. In addition, you hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the Agreement), sub-licensable (as necessary to perform the Services) license to use, reproduce, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit any Client Materials as we deem appropriate to perform the Services. You agree to respond in a timely manner to our requests to review and approve information generated for you. You acknowledge and agree that we will own, subject to any Client Materials therein, all right, title, and interest in and to any materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services. We acknowledge and agree that you will own all right, title, and interest in and to any materials created by you.
——————-Accounts and Domains
——————-Online Reviews and Ratings
——————-If monitoring and managing your online reviews or ratings is included in the Services you order, you represent and warrant that: (a) you are authorized to provide us with any customer, patient, and user information that you provide to us in connection with such Services (the “Reviewer Information”), including any personally identifying information of those parties; (b) our possession and/or use of the Reviewer Information on your behalf in connection with the Services will not violate any contract, statute, or regulation; and (c) any content that you and/or your authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, are the original work of your authorship, and will only concern you and the goods and/or services that you provide.
——————- Payments On The Site
——————- By making a payment on our Site, you are agreeing to and entering into a complete and binding contract with Reputation.ca.You agree to pay all fees specified on your accepted Order(s). You are responsible for providing complete and accurate billing and contact information to us and for notifying us of any changes to such information. Except as otherwise specified herein or on an Order, all payment obligations are non-cancellable and all fees paid are non-refundable. If you have any questions or concerns, you can contact Reputation.ca at the following address, phone number and email address: 1235 Bay Street, Suite 700, Toronto, ON, M5R 3K4 (416) 934-5023 email@example.com
——————-You understand and accept that, unless otherwise expressly stated on the applicable Order, our Services are subscriptions services that operate on an auto-renewal basis such that your credit card, debit card, electronic payment, or other method of payment (“Accounts”) will be assessed the specified fees at regular intervals based on your subscription program (e.g. annually, quarterly, monthly). The fees for each renewal term will be equal to the fees for the immediately prior term, unless we notify you at least thirty (30) days prior to such renewal of a change to the fees. You represent and warrant that you have the legal rights to use the Accounts and hereby authorize us to charge your Accounts for all Services listed on the Order(s) for the initial subscription term and each renewal term. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order.
——————-Taxes, Late Fees and Penalties
——————-You will be responsible for paying any applicable taxes related to each Order. If any fees due to us are not received by the due date, then we may charge you interest on the overdue amount at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If the amount owing under any Order is thirty (30) or more days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations for the then-current term so that all such obligations become immediately due and payable, and suspend the Services until such amounts are paid in full.
——————-Each of the parties represents and warrants that it has all necessary power to enter into and perform its obligations under this Agreement. You further represent and warrant that: (a) all information provided to us is accurate and truthful;(b) you have the right to grant us the licenses specified in the Section titled “Content Publishing”, if applicable; (c) the execution and performance of this Agreement does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound; and (d) the Client Materials do not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.
——————- You understand that Reputation.ca will use all commercially reasonable efforts when providing its Services, but Reputation.ca cannot and does not guarantee or promise any specific and intended results and benefits, including but not limited to financial, employment, relationship or personal, from the use of our Services. You acknowledge that any reliance on the Services will be at your own risk and that you must evaluate and bear all risks associated with the use of our Services, including any reliance on the accuracy, completeness or usefulness of such Services. Any advice that we may offer through our Services is for informational purposes only and does not replace or substitute for any professional financial, medical, legal, or other advice.
——————- YOUR USE OF OUR SERVICES IS AT YOUR OWN RISK. OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. Reputation.ca EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON- INFRINGEMENT OR THOSE ARISING OUT A COURSE OF DEALING OR USAGE OF TRADE FOR OUR SERVICES. Reputation.ca MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE COMPLETENESS, ACCURACY, AVAILABILITY, APPROPRIATENESS OR USEFULNESS OF OUR SERVICES FOR YOUR PURPOSES. FOR GREATER CLARITY, Reputation.ca DOES NOT REPRESENT OR WARRANT THAT (I) OUR SERVICES OR THE USE OF OUR SERVICES WILL BE UNINTERRUPTED, FUNCTIONAL, RELIABLE, ACCURATE, COMPLETE, SUITABLE, VALID, TIMELY, SECURE, TRUTHFUL, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS IN ANY WAY; (II) ANY DEFECTS IN OUR SERVICES WILL BE CORRECTED; (III) ANY RESULTS OBTAINED BY YOU FROM USING OUR SERVICES WILL BE POSITIVE, ACCURATE, BENEFICIAL, USEFUL, ERROR-FREE, COMPLETE, RELIABLE OR WILL MEET YOUR EXPECTATIONS OR BE SATISFACTORY; (IV) WE HAVE VERIFIED OR ENDORSED ANY THIRD PARTY CONTENT; OR (V) THE QUALITY OF OUR SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. OUR SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND REPUTATION.CA MAY MAKE CHANGES OR IMPROVEMENTS TO THE SERVICES AT ANY TIME.
——————- System Security
——————- Applicable Law
The Minimum Term of each Order shall begin on the Start Date specified on the applicable Order and continue for the period specified therein (“Minimum Term”). Unless otherwise specified on the applicable Order, each Order shall automatically renew for successive periods equal in duration to the Minimum Term (each a “Renewal Term”) unless either party provides written notice to the other party of its election to terminate the Order prior to the end of the then-current term.
——————- Entire Agreement
——————- Amendments and Assignment
——————- Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement (including any Order(s)), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
——————- No Waiver
——————- These Terms and Conditions were last modified on 12/3/2015