Terms & Service
1. INTRODUCTION
1.1. Overview GuestList is a website and application (collectively, the “App”) of GuestListInc (“we,” “our,” or “us”) and a platform that allows you to conveniently share the costs of events (see Section 3) among your friends, guests, attendees, or others. To access, use, or engage with our App or any of its services in any way (“Use,” “Uses,” or “Using”), you must accept and comply with these Terms and Conditions of Use (“Terms”). Please carefully read these Terms in their entirety before proceeding to Use our App or any of its services. These Terms apply to everyone who Uses our App or any of its services in any way, including, without limitation, everyone who creates an account, creates an Event (as defined below), contributes to an Event, or in any other way interacts with the App or any of its services (“User,” “you,” or “your”). The App is intended for and directed to residents of Ontario over the age of 18 years. By Using our App or any of its services, you agree to be bound by these Terms with respect to your Use. 1.2. Services YOU ACKNOWLEDGE AND AGREE THAT WE PROVIDE AN INTERNET-BASED TRANSACTION MANAGEMENT SERVICE AND THAT WE DO NOT PROVIDE EVENT FUNDING OR LOGISTICS SERVICES OR FUNCTION AS AN EVENT FUNDER, ORGANIZER, PROMOTER, GUARANTOR, OR AS ANY OTHER FUNCTION NOT EXPLICITLY DESCRIBED IN THESE TERMS. ALL SUCH EVENT FUNDING, ORGANIZING, PROMOTING, OR SIMILAR SERVICES NOT EXPLICITLY PROVIDED BY US UNDER THESE TERMS ARE PROVIDED BY INDEPENDENT THIRD PARTIES WHO ARE NOT EMPLOYED BY US OR ANY OF OUR AFFILIATES. TRANSACTIONS ENTERED INTO BETWEEN USERS (INCLUDING YOU) OF THE APP, INCLUDING THE APP'S TRANSACTION MANAGEMENT SERVICE, CONSTITUTE INDEPENDENT AGREEMENTS BETWEEN THOSE PARTIES. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CONDITION ARE WE TO BE DEEMED OR CONSIDERED TO BE A PARTY TO ANY SUCH AGREEMENT OR LIABLE FOR ANY BREACH OF ANY SUCH AGREEMENT. The App and its transaction management services allow you a) to collect funds from attendees of an Event or Events you host in order to share the costs of that Event or those Events, and/or b) to contribute funds to the host of an Event or Events to cover some or all of the cost of the Event or Events you attend. 1.3. License Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the App on your personal device solely in accordance with these Terms; and (ii) access and use any content, information and related materials that may be made available through the App or any of its services, in each case solely for your personal use. Any rights not expressly granted herein are reserved by us and our licensors. 1.4. Amendment of Terms We strive to make our App and its services the best they can be, and we try to respond to your feedback and requests for new features. When we do make changes to our App or any of its services, we will also sometimes make changes to these Terms, and accordingly, we reserve the right, in our sole discretion to amend these Terms for any reason, at any time. We will publish any amendments we make to these Terms on our App and the amended Terms will be effective from the date they are published. If the amendments made to the Terms are significant, we will make best efforts to notify you through an appropriate notification channel, which could include, for example, a notification through the App or notification via email, depending on the nature of your relationship with and Use of the App or any of its services. Your acceptance of any amendments to the Terms will be affirmed through your continued Use of the App or any of its services, regardless of whether or not we have notified you of said amendments. If you do not agree with any part of the Terms or any amendments to the Terms, you may discontinue your Use of the App or any of its services at any time.
2. YOUR USE AND CONDUCT
2.1. Eligibility You are eligible to Use our App or any of its services only if: You are 18 years or older, provided your Use of the App is otherwise lawful and you at all times adhere to these Terms; or You are between the age of 13 and 17 years old and are Using our App under the direct supervision of a parent or guardian, provided your Use of the App is otherwise lawful and you at all times adhere to these Terms. The party agreeing to these Terms on behalf of any User represent and warrants that they are authorized to do so and to bind the User and are a natural person of at least 18 years of age. In order to host an Event or make Contributions (defined below) on the App and its services, all Users must create an account in accordance with these Terms and agree to these Terms in their entirety. We reserve the right to restrict, suspend, or terminate your Use of our App at any time and for any reason. 2.2. Creating an Account To host or contribute to an Event (see Section 3), you are required to create an account (“User Account”). Your Facebook account can be used to create an account on the App and to login to that account. If you do not have a Facebook account, you will need to select a username and a password (“User Login”). You agree to provide true, accurate, current, and complete information about yourself (“User Information”) as prompted by the App registration form, and maintain and promptly update this data to keep it true, accurate, current, and complete at all times. To create a User Account, you will be required to provide at least the following information: Your phone number; Your email address; Your age; and Your location. You acknowledge that the App and its services are only intended for and directed to residents of Ontario and that your location information is important in enabling us to confirm that you meet our residency requirements. You acknowledge and agree that you will provide true and accurate location information as requested by the App and its services and that we may deny your account or any activity you attempt to undertake on the App or any of its services if you do not meet our residency requirements. To host an Event, you will be required to provide the relevant bank account information for depositing the Event Funds. To contribute to an Event, you will be required to provide your credit card information. Once you provide your bank account information or credit card information for the first time, we will store such information for your convenience unless you select otherwise on the App. You understand and agree that you are solely responsible for maintaining the confidentiality of your User Account including your password and are fully responsible for all activities that occur under your User Account. You agree to: Immediately notify us of any unauthorized use of your User Account or any other breach of security; and Exit from your User Account at the end of each session. You acknowledge and agree that we will not be liable for any loss, damage, or any other liability that results or arises from your maintenance of your User Login and or unauthorized access to your User Account. Should there be any dispute as to ownership of a User Account, you further agree that we will be the sole arbiter of such a dispute and shall resolve it in our sole discretion and our decision will be final and binding on all parties involved. 2.3. User Content Our App allows you to upload, post, or otherwise transmit content, including Events (“User Content”), and is operated and managed by the moderator(s) (the “Moderator(s)”) designated by us. The following moderation guidelines (“Guidelines”) shall be used by the Moderator(s) to determine if any User Content is in violation of these Terms. If the Moderator(s) determine, in their sole and absolute discretion, that any User Content is deemed to be Inappropriate Content (as defined below), then the Moderator(s) have the right to: Edit or modify any User Content in order to ensure that the User Content complies with these Terms, or for any other reason; Request you modify or edit your User Content in order to ensure your compliance with these Terms, or for any other reason; Remove or delete any User Content; and/or Suspend or revoke your privileges without notice or explanation, including as it relates to your User Account. You understand that all User Content, whether publicly posted or privately transmitted when sending, submitting, posting, or displaying material through the App, is the sole responsibility of the person from whom it originated. This means that you, and not us, are entirely responsibly for: All User Content that you upload, post, e-mail, transmit, or otherwise make available through the App or any of its services; and Ensuring that all User Content is accurate, does not breach privacy or anti-spam laws and does not include misleading information and in no way infringes or violates anyone’s proprietary or intellectual property rights. We do not control the User Content posted through the App or any of its services, notwithstanding the rights and activities of the Moderator(s), and, as such, we do not guarantee the accuracy, integrity or quality of any User Content. You therefore agree that you will not hold us responsible or liable for any inaccuracies, errors, or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any User Content posted, e-mailed, transmitted or otherwise made available through the App. You acknowledge that we do not pre-screen User Content, but that we have the right (but not the obligation) to refuse or remove any User Content, including Events, that is available through the App or any of its services that violates these Terms or is otherwise objectionable in our sole and absolute discretion. You acknowledge and expressly consent to us accessing, preserving, and disclosing your User Information, User Account, and/or User Content if required to do so by law or if in good faith we believe that such access, preservation or disclosure is reasonably necessary to: Comply with legal process; Enforce these Terms; Respond to claims that any User Content violates the rights of third-parties; Respond to your requests for customer services; or Protect the rights, property, or personal safety or security of us, our affiliates, our Users, and the public. User Content may be considered, in the sole and absolute discretion of the Moderator(s), as inappropriate (the “Inappropriate Content”) if it contains, depicts, includes, discusses, or involves, without limitation, any content that is deemed by the Moderator(s), in their sole and absolute discretion, to: Be defamatory, libelous (e.g., a statement or comment about a person or organization that cannot be proved to be true and may be considered damaging to their reputation), pornographic or obscene; Contain: o Nudity; o The promotion of any excessive or unsafe alcohol/drug consumption or smoking; o Explicit or graphic sexual activity; o Crude, vulgar, or offensive language and/or symbols; o Derogatory characterizations of any ethnic, racial, sexual, religious or other groups; o Content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct; o Personal information of any individual without their consent, including, without limitation, names, telephone numbers, and addresses; and/or o Any identifiable third-party products, intellectual property, or proprietary information, or any materials that infringe or might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others, except where permitted by such other party or parties; Be a personal attack on another User; Be spam; Be content designed to intentionally provoke arguments; Damage or disable the App or any of its services or interfere with any other Users’ rights or enjoyment of the App; and/or Violate or promote the violation of any applicable laws, regulations, or similar government- imposed restriction or rule, or of any third-party’s rights. 2.4. External Links The App, any of its services, and/or User Content may include or provide links to other third-party websites or content. We have no control over such third party’s websites and resources. You acknowledge and agree that we are not responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable for any User Content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such User Content, goods or advertising, products, or other materials on or available from such websites or resources. 2.5. User Conduct You agree that you will not Use the App or any of its services to: Violate or promote the violation of any applicable laws, regulations, or similar government- imposed restriction or rule, or of any third-party’s rights, including without limitation, using the App or any of its services in connection with an Event, Contributions, or any transaction between a Host and Contributor that is illegal or involves any illegal items, or is for any illegal purpose including without limitation for the purposes of money laundering, and the sale of firearms, munitions, illegal drugs, or controlled substances; Impersonate any person or entity, including, but not limited to, us, or falsely state or otherwise misrepresent your affiliation with a person or entity; Transfer your account to another person without our prior consent; Distribute viruses or any other technologies that may harm us, our affiliates, our or our affiliates’ websites and applications, or the interests or property of our Users or our affiliates’ Users’; Copy, modify, or distribute content from our App or any of its services or any of our intellectual property; or Harvest or otherwise collect, use or disclose personal information about Users, including e-mail addresses, without their prior consent or without complying with applicable data protection and privacy laws. Additionally, you agree that you will not: Take any action that imposes or may impose (in our sole and absolute discretion) an unreasonable or disproportionately large load on our infrastructure; Copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your information) from our App without the prior express written permission of us and the appropriate third-party, as applicable; Interfere or attempt to interfere with the proper working of our App or any activities conducted on our App; or Forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content posted or transmitted through the App. We, in our sole and absolute discretion, may refuse to complete any transaction through the App or any of its services, including Contributions, that we have reason to believe is unauthorized or made by someone other than you, may violate any law, rule, or regulation, or if we have reasonable cause not to honour it. Each User agrees to indemnify and hold us harmless for losses resulting from any use or attempted use of the App or any of its services in violation of these Terms. 2.6. Termination of Services Without limiting other remedies, we may in our sole and absolute discretion and without cause or notice, limit, suspend, or terminate your access to our App and it services and your User Account, prohibit access to our App, and/or take technical and legal steps to keep you off our App, and/or remove and discard any User Content on the App, for any reason, including, without limitation: If a User Account is unconfirmed or has been inactive for a period of over 2 years; If we believe that you have violated or acted inconsistently with the letter or spirit of these Terms; If a request is received from law enforcement or other government agencies; If you provide us with any User Information that is untrue, inaccurate, not current, or if we have reasonably grounds to suspect that you have done so; A request by you; Discontinuance or material modification to the App (or any part thereof); Unexpected technical or security issues or problems; In compliance with legal process; If you have or we believe you have engaged in illegal activities, including, without limitation, fraud; and/or Non-compliance with applicable data protection and privacy laws. You acknowledge and agree that any termination of your access to the App or any of its services under the provisions of these Terms may be effected without prior notice and that we may immediately deactivate or delete your User Account and all related User Content. You agree that we are not liable to you or any third-party for termination of your User Account, or termination of your access to the App. Where the account of a Host is terminated during an ongoing Event and where such termination will result in the Event no longer having a Host, the Event will be terminated and no Contributions will be processed. All provisions of these Terms that by their nature should survive termination of your right to Use the services of the App shall survive, including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranty, and intellectual property protections and licenses.
3. EVENTS
3.1. Types of Events Anyone with a User Account can create an event (“Event”) to be crowdfunded. A User who creates an Event is called a “Host”. Anyone who contributes funds (“Contributions”) to the Event is called a “Contributor”. The period of time during which Contributors can make Contributions to the Event is called the “Raise Period” and can last up to 60 days. The Raise Period ends the moment the Event begins. The Host can set the Event as: Public, wherein any User can contribute until a maximum number of Contributors, set by the Host, is reached; Private, wherein Users can only contribute by invitation of the Host; or Semi-private, wherein Users can only contribute by invitation of the Host or with prior approval from the Host of a request to join by the User. The Host is required to set a minimum amount for each contribution for the Event. Some Contributors may contribute more than the minimum amount, but no Contributors are able to contribute less. In general, you are welcome to Host or be a Contributor for any kind of Event you want. However, we do not allow Events that: Include any type of illegal activity; Are intended to harass, injury, personally attack, or in any other way harm a specific person or group of people; and/or In any other way violate these Terms or the spirit of these Terms. We have the right (but not the obligation) to refuse or remove any Event or contribution to an Event that violates these Terms or is otherwise objectionable in our sole and absolute discretion. 3.2. Event Funds The Contributions processed and available to be collected by a Host are called the “Event Funds”. As the Host, you are required set a minimum crowdfunding “Goal”. We only process Contributions when an Event either: Achieves or exceeds its Goal at least 12 hours before the end of the Raise Period; or Does not achieve its Goal at least 12 hours before the end of the Raise Period, but the Host nonetheless elects to continue with the Event and receive the Event Funds. Contributions are processed 12 hours before the end of the Raise Period, and any Contributions made in the last 12 hours of the Raise Period will be processed immediately. No further Contributions can be made to an Event after the end of the Raise Period. As a Contributor, you will receive access ticket for the Event once your contribution is processed. We work with Stripe, Inc. (“Stripe”) to process Contributions. You can learn more about Stripe and their legal policies on their website: https://stripe.com/en-ca. The Host or Hosts of an Event must designate a bank account for the Event Funds can be deposited in. Event Funds are released to the Host of an Event following the processing of the Contributions towards that Event. Stripe may take several days or more to process and clear the Contributions, and as a result it is likely that a Host will not receive Event Funds until after the date of the Event. You acknowledge and agree that we are not responsible for any delay you experience in receiving Event Funds that is outside of our direct and immediate control, including for example and without limitation, for delays caused by Stripe, by financial institutions, as a result of holidays, or bank hold periods. You further acknowledge and agree that you shall not receive any interest or other form of compensation for any delay in receiving Event Funds. Although we are not responsible for any disputes that may arise between you and other Users, we reserve the right (but have no obligation) to seek repayment of some or all of the Event Funds we have released to the Host: if, in our sole discretion, the Event or any Users associated with the Event have violated any of these Terms; for any chargeback or similar charge made against the Event Funds after they are released to the Host of an Event; or to remedy any mistaken or incorrect depositing of Event Funds, including mistakes made by us or third parties. You acknowledge and agree that you will be obligated to repay us for such amounts. 3.3. Event Hosts As a Host, you agree that Event Funds are only to be used for the purpose or purposes explicitly described by the Event and for no other purpose. You further agree that we will not be liable for the improper use or misappropriation of Event Funds. Where Events Funds are misappropriated or used improperly, whether by you or by anyone else, you agree and acknowledge that you will be responsible for returning all Contributions to each Contributor and may be liable for same. You acknowledge and agree that we will not be liable or responsible for: Any Event failing to achieve its Goal; and/or Any refund or reimbursement of Contributions or Event Funds. As a Host, you agree that you will purchase adequate insurance to cover any potential liability resulting from your Event and thatGuestList Inc shall be named as an additional insured party covered by such insurance. 3.4. Contributors and Users Your sole and exclusive remedy for any and all claims and causes of actions relating to or resulting from your Use of our App or any of its services, and or your involvement, contribution, engagement with any Event is against the Host(s). IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE TRUSTWORTHINESS OF ANY EVENT(S) AND/OR HOST(S) BEFORE CONTRIBUTING TO SUCH EVENT(S) OR HOST(S). FOR CLARITY, AS STATED, WE ARE NOT RESPONSIBLE IF/WHEN EVENT FUNDS ARE USED IMPROPERLY, MISAPPROPRIATED, OR ARE NOT USED FOR THE PURPOSE OR PURPOSES EXPLICITLY DESCRIBED BY THE EVENT HOST(S).
4. FEES, PAYMENTS, AND TAXES
We may charge processing fees on Event Funds and Contributions, or other fees as described in the App or any of its services (“Fees”). We may adjust the Fees at any time and at our sole discretion, but such changes will only be effective for Raise Periods that begin after the adjustments are made. You acknowledge and agree that you are responsible for paying applicable Fees associated with your Use of the App. You acknowledge and agree that we are not responsible for, and you shall be required to pay for, other fees that may be imposed, for example and without limitation, by banks or other intermediaries. To the extent we are required to incur any such fees, the fees paid will be a charge on your Event Funds. The Host or Hosts of an Event are responsible for paying any and all taxes on Event Funds they receive, including HST, as applicable. You acknowledge and agree that we are not responsible for any taxes payable or for notifying you of your need to pay any taxes. You further agree to indemnify us for any and all tax liability we incur as a result of your use of the App or any of its services.
5. INTELLECTUAL PROPERTY
5.1 User Content When you send, submit, post, or display any User Content through our App or any of its services, you retain copyright and any other rights you already hold in such content. By sending, submitting, posting, or displaying any User Content when you Use the App or any of its services, you grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license, sub-licensable, transferable right to use reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content. This license is for the sole purpose of enabling us to provide the services of the App and its services. You confirm and warrant to us that you have all the rights, power, and authority necessary to grant the above license. 5.2 Proprietary Rights You acknowledge and agree that we own all legal right, title and interest in and to the App and its services, including any intellectual property rights which subsist in the App (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Nothing in these Terms gives you a right to these rights or to use any of our trade names, trademarks, service marks, logos, domain names and other distinctive brand features. Other than the limited license set forth in para. 5.1, we acknowledge and agree that we obtain no right, title or interest from you under these Terms in or to any User Content that you submit, post, transmit or display on, or through, the App, including any intellectual property rights which subsist in any User Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf.
6. PRIVACY
We use your information only as described in our Privacy Policy located at 33 Bloor Street, Toronto, 5th floor, which is part of and is hereby incorporated into these Terms. If you object to your personal information being transferred or used in the way referred to in our Privacy Policy, please do not Use our App or any of its services.
7. INDEMNITY
You agree to defend, indemnify, and hold harmless GuestList Inc, our affiliates and licensors (and our officers, directors, agents, subsidiaries, joint ventures, partners and employees), from any and all damage (whether direct, indirect, incidental, consequential, or otherwise), loss, liability, cost, expense (including reasonable legal fees of the counsel of our choice, and disbursements), resulting from any threatened claim, claim, demand, suit, proceeding (whether before an arbitrator, court, mediator, or otherwise or leading up to such forum), investigation, or demand made by any third-party due to or arising out of your breach or violation of these Terms, of any User Content which you submit, post, transmit or make available through the App, your Use of the App or any of its services, your connection to the App, or your violation of any rights of another or your violation of any law or the rights of a third-party.
8. LIMITATIONS OF LIABILITY
You will not hold us or any of our affiliates responsible for User Content, Events, the improper use or misappropriation of Event Funds, or any other actions or inactions, which are made through our App or any of its services. We have no control over and do not guarantee the quality, safety or legality of products or services advertised in the User Content, including Events, or the truth or accuracy of such User Content, including Events. We cannot guarantee continuous or secure access to our App or any of its services and operation of our App may be interfered with by numerous factors outside of our control. TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT GUESTLIST INC, ITS AFFILIATES AND ITS LICENSORS SHALL NOT BE LIABLE, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE APP, OR ANY OTHER SUBJECT MATTER OF THESE TERMS, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS (EVEN IF GUESTLIST INC OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE THE APP OR ANY OF ITS SERVICES OR ANY MATTER RELATING TO THE APP INCLUDING WITHOUT LIMITATION: (A) ANY CHANGES WHICH GUESTLIST INC MAY MAKE TO THE APP, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE APP (OR ANY FEATURES OR SERVICES OF THE APP); (B) THE DELETION OF, CORRUPTION OF, OR FAILURE TO SEND, DISPLAY OR STORE, ANY ADS, USER CONTENT OR OTHER COMMUNICATIONS, DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OR OTHER USERS USE OF THE APP; (C) YOUR FAILURE TO PROVIDE GUESTLIST INC WITH ACCURATE ACCOUNT INFORMATION OR TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. NOTWITHSTANDING THE FOREGOING, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD-PARTY IS LIMITED TO THE GREATER OF: (I) THE TOTAL FEES YOU PAID TO GUESTLIST INC IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; AND (II) $150 CAD. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY LAW: YOUR USE OF THE APP IS AT YOUR SOLE RISK. THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GUESTLIST INC ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, NON-DELIVERY OR FAILURE TO STORE ANY AD, USER COMMUNICATIONS OR USER CONTENT. GUESTLIST INC EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. WE MAKE NO WARRANTY THAT: (I) THE APP WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY BENEFIT, FUNDING, OR REVENUE; (II) THE APP WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP WILL BE ACCURATE, RELIABLE, OR CORRECT; (IV) THE QUALITY OF ANY EVENTS, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE APP WILL MEET YOUR EXPECTATIONS; (V) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (VI) THAT THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTION, OR INACTION OF ANY HOST OR CONTRIBUTOR, OR RELATING TO AN EVENT. YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFTEY, OR LEGALITY OF EVENTS, THE TRUTH OF ACCURACY OF ANY USER CONTENT OR EVENTS, OR THE ABILITY OF ANY USER TO PERFORM, OR ACTUALLY COMPLETE AN EVENT OR THE ACTIVITIES CONTEMPALTED BY AN EVENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GUESTLIST INC, OR OUR AFFILIATES OR THROUGH OR FROM THE APP SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9. RELEASE
If you have a dispute with one or more Users, you release us, our affiliates and licensors (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
10. GENERAL
10.1 No Agency No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms. 10.2 Law and Forum for Disputes The laws of the Province of Ontario shall apply to the interpretation of these Terms notwithstanding any conflict of law provisions. All proceedings relating to the App or to these Terms shall be settled by way of binding arbitration. Any arbitration conducted pursuant to these Terms shall take place in the City of Toronto, in the English language, and in front of an arbitrator jointly appointed by you and us. If you and us fail to jointly appoint an arbitrator, each of us shall appoint an arbitrator and the two arbitrators so appointed shall appoint a third arbitrator whose decision shall be final and binding. The arbitrator or arbitrators shall be suitably qualified and impartial. The costs of the arbitration shall be borne equally by you and us or as may be specified in the arbitrator’s decision. The provisions of the Ontario Arbitration Act, 1991, S.O. 1991, c. 17, as amended, shall govern the arbitration process. You agree to exclude the appeal provisions of the Arbitration Act, 1991, as may be amended from time to time. The determination arising out of the arbitration process shall be final and binding. 10.3. Force Majeure You acknowledge and agree that, without limitation, any delay or failure by us in performing our obligations under these Terms shall be excused if the delay or failure is caused by an event or occurrence beyond our reasonable control, for example and without limitation, acts of God, action by an governmental authority (whether valid or invalid), civil commotion, fires, flood, wind storms, explosions, riots, natural disasters, wars, terrorist acts, sabotage, labour problems, equipment failure, hacking, loss or failure of mechanical, electronic, telecommunication, or communication systems or facilities, or court order or injunction. 10.4 Notices Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing and sent to our contact address at 170 West Beaver Creek Road, Richmond Hill, Unit 13, L4B 1L6 and all notices from us to you will be sent via email. 10.5 Effective Date These Terms are dated May 19 th , 2020. No changes to these Terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these terms and conditions from time to time. Our new terms will be displayed on the Site and by continuing to use and access the Site following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these terms and conditions from time to time to verify such variations. 10.6 Severability If any part of these Terms is found by a court of competent jurisdiction to be invalid and/or unenforceable (including any provision in which we exclude or limit our liability to you), the parties nevertheless agree that the court should endeavor to reform such provisions to give effect to the parties’ intentions as reflected herein. The enforceability of any other part of these Terms will not be affected. If we choose not to enforce any right that we have against you at any time, then this does not prevent us from later deciding to exercise or enforce that right. 10.7 No Waiver No waiver of any terms of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. 10.8 Entire Agreement These Terms (together with the Privacy Statement) contain the entire understanding and agreement between us and you in relation to your Use of the App and any of its services and supersede and replace any representation, statement or other communication (whether written or otherwise) made by you or us which is not contained herein. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading. 10.9 Assignment You may not assign, sublicense or otherwise transfer any of your rights and obligations in these Terms to any other person.