Terms of Use

Website Terms of Use

The following terms of use (“Agreement”) is a legally-binding agreement between Quotr Inc. (“Quotr”, “we”, “our, “us”) and you (“you” or “your”) and applies to: (i) your use of the www.quotr.ca website and all other websites owned and operated by Quotr that redirect to www.quotr.ca and all subdomains of www.quotr.ca (collectively, the “Website”); (ii) Quotr-branded mobile applications and services (“Mobile Apps”); and (iii) any other features, content, or applications offered or operated from time to time by Quotr in connection with the Quotr brand, products, or services, including when Quotr is accessed via the internet, mobile or other device (collectively, “Services”, and each is a “Service”). This Agreement applies to your use of all Services regardless of the type of computer, mobile or other device used to access such Services.

By clicking on the “I Understand and Accept the Terms of Use” checkbox (or its equivalent) on the Website or Mobile Apps (as applicable), you agree to the terms and conditions set forth in this Agreement, as amended from time to time, and provided by Quotr and to follow all applicable laws and regulations that apply to this Website or Mobile Apps or Services. If you do not agree to the Terms of Use or the Privacy Policy you must stop using the Website, Mobile Apps and Services immediately.

IMPORTANT – YOU MUST BE AT LEAST 18 YEARS OLD TO USE ANY OF THE SERVICES. IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE, YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN READ THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO IT FOR YOU. IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE AND YOU DO NOT GET YOUR PARENT OR GUARDIAN TO READ AND AGREE TO THIS AGREEMENT, THEN YOU DO NOT HAVE PERMISSION TO USE ANY OF THE SERVICES.  NOTWITHSTANDING THE FOREGOING, IF YOU ARE YOUNGER THAN 18 YEARS OLD YOU DO NOT HAVE PERMISSION TO USE ANY OF THE SERVICES IN ANY WAY, REGARDLESS OF WHETHER YOUR PARENT OR GUARDIAN HAS READ AND AGREED TO THIS AGREEMENT.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING ANY OF THE SERVICES. BY ACCESSING OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE PRIVACY POLICY (AS DEFINED BELOW AND AS INCORPORATED BY REFERENCE INTO THIS AGREEMENT). IF YOU DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT, AND YOU MUST NOT, ACCESS OR USE ANY OF THE SERVICES.

Scope of Agreement

You are authorized to use the Services (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations and the terms of this Agreement. In some instances, both this Agreement and separate guidelines, policies rules, or terms of use or sale setting forth additional or different terms or conditions will apply to your use of the Services or to a service or product offered via the Services (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between this Agreement and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Please also review the terms of the Privacy Policy (as defined below), which you accept by using the Services.

Subscriptions

To access certain features of the Services, you may elect one of the following: (i) a monthly subscription plan of unlimited bids (“Monthly Subscription”); or (b) you can purchase individual additional bids without a Monthly Subscription. The subscription period for the Monthly Subscription will be one month and will automatically renew unless you cancel your Monthly Subscription in accordance with these Terms of Use. You will be billed monthly for the Monthly Subscription on or about the same day each month until such time that you cancel your Monthly Subscription.

From time to time, and at our sole and absolutely discretion, we may give you access to certain beta or demonstration features in order to test new products, features, or ideas, or Services. When using such beta or demonstration features, additional terms and conditions shall apply at such time.

Fees

Fees for the Services (“Fees”) are available on the Website, Mobile Apps, or in our then-current published price list for such Services. The prices stated for the Services exclude all taxes and charges, unless stated otherwise. You are responsible for any taxes and for all other charges. You will be charged the Fees in Canadian Dollars. We reserve the right to change the quoted currency at any time. We will charge tax on the Fees when we are required to do so. If you are required by law to withhold any taxes pertaining to such Fees, you must provide us with an official tax receipt or other appropriate documentation documenting same.

Billing

You must provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) in order to use the Services. We will bill all Fees to your selected Payment Method. By designating a Payment Method, you authorize us to charge your Payment Method a recurring subscription fee (“Subscription Fee”) for the Services based on your Monthly Subscription (if applicable) and any other usage based or other charges you may incur in connection with your use of the Services. All Subscription Fees are payable in advance on the first day of each billing period at the rates in effect at the time of payment through all periods until your Subscription is cancelled.

Payments

You must be authorized to use the Payment Method that you enter when you create a billing account, which is required for when you register for the Services. Payments may be processed by our third party billing and payment processing provider (the “Billing Provider”). By subscribing for the Services, you authorize us or the Billing Provider (as applicable) to charge the designated Payment Method for all Fees. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not update your Payment Method information with us, you remain responsible for any such uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. When you provide us with your information about your Payment Method, that information, potentially along with other personal information about you, will be shared with the Billing Provider for the purposes of processing your payments. You hereby consent to our disclosure of your information (including, but not limited to, Personal Information) to the Billing Provider for the foregoing purposes. You further acknowledge and agree that the Billing Provider may also collect from you information about you and the collection and use of such information will be subject to the terms of any agreements or policies put in place by such Billing Provider, which may be made available to you during the payment information registration process. You acknowledge and agree that we shall have no liability to you in connection with the use and disclosure of your Personal Information when such Personal Information is collected by the Billing Provider. Your Payment Method on file must be kept current and valid. You must keep all information in your billing account with us current. You can access and modify your billing account information when using the Services.

Cancellation and Refunds

1. You may cancel your Monthly Subscription at any time by using the account management features of the Services. Cancelation of a Monthly Subscription will be effective at the end of the month in which you cancel, based on your billing cycle, and without any refunds. For greater certainty, there are no refunds or credits for partially used periods or individually-purchased bids.

2. We may cancel your Services at any time if you fail to pay amounts owing to us when due, subject to any applicable grace periods that we may extend to you in our sole and absolute discretion, for breach of any other material provision of these Terms of Use or for any other reason. In such case, you will still be responsible for payment of all outstanding balances accrued through that effective date. You must comply with all of the terms and conditions of these Terms of Use or we may cancel your Services.

Price Changes

We will notify you in advance, either through the Services or to the email address you have most recently provided to us, if we change the price of the Services. If there is a specific length and price for Monthly Subscription or for a promotional offer for the Services, such price will remain in force for such time. After the Monthly Subscription or offer period ends, your use of the Services will be charged at the new price set by us at such time.

Purchase of Goods & Services

Your ability to purchase goods and Services through the Website or Mobile Apps is subject to limits established by your credit card issuer. You must notify us immediately of any change in your credit card information, including any change to your name or home address.

Changes to the Terms and the Website or Mobile Apps

(a)  We reserve the right, in our sole discretion, to add to, remove, modify or otherwise change any part of this Agreement in whole or in part at any time. You should check the Website or Mobile Apps periodically for changes to this Agreement. Changes will be effective when notice of such change is posted at the Website or Mobile Apps. If any change is not acceptable, you must discontinue your use of the Services, including, without limitation, the Website or Mobile Apps immediately. You agree that your continued use of the Services, including, without limitation, the Website or Mobile Apps after any such changes are posted will constitute acceptance by you of such changes. No change to this Agreement that is not posted to the Website or Mobile Apps by us is valid unless it is in writing and signed by an authorized signing officer of Quotr.

(b)  We have developed the Website and Mobile Apps for the use of our customers, prospective customers and anyone else interested in Quotr’s products and Services. We may add, modify, correct, terminate, suspend, discontinue, impose limits upon, restrict your access to or otherwise change any aspect of the Services, including, without limitation, the Website or Mobile Apps, including the availability of any features and any User Submissions (defined below) or other content or materials, at any time without notice or liability.

Rights to Use the Services

(a)  Subject to the terms set forth in this Agreement, we grant you a limited, non-transferable, non-exclusive, revocable license to use the Services for your personal non-commercial use, and to download the material posted on the Website or Mobile Apps for non-commercial purposes, to store such material temporarily on a single computer, and to print such material solely for your own personal purposes. You agree to abide by all copyright notices, information and restrictions contained in any content on the Website or Mobile Apps. You also agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your use of the Services, including, without limitation, the Website or Mobile Apps and, if applicable, your User Submissions.

(b)  Except as expressly permitted by this Agreement, and as a condition of your use of the Services, you may not, may not attempt, and may not allow, encourage, promote or advise others, to directly or indirectly:

  1. print, download or otherwise save to any storage device or fix in any medium, any of the Website or Mobile Apps;
  2. sell, reproduce, produce, display, broadcast, perform, translate, reverse engineer, or, except through any functionality specifically provided by the Website or Mobile Apps to do so, distribute, transmit, create derivative works, modify or attempt to modify the Website or Mobile Apps in any way;
  3. transfer any downloaded material to any other person;
  4. use the Website or Mobile Apps or Services for any unlawful purpose or in any unlawful manner, or in any manner which is otherwise contrary to or violates any law, regulation or the rights of any third party or in a manner that could damage, disable, overburden or impair the Website or Mobile Apps;
  5. circumvent, disable or interfere with the security of, or otherwise abuse, the Website, Mobile Apps, or any Services, system resources, accounts, servers or networks connected to or accessible through the Website or Mobile Apps or affiliated or linked sites or Mobile Apps, including any security features or functionality;
  6. disrupt or interfere with any other person’s use or enjoyment of the Website or Mobile Apps or any affiliated or linked sites or Mobile Apps or the Services;
  7. except for the purpose of indexing the then-current Website to create publicly available search functions, use any robot, spider or other automatic program or device, or manual process, to monitor, copy, summarize, scrape or otherwise extract information from the Website;
  8. use another person’s name, e-mail address, password, service, system or other information without that person’s and our prior written authorization, create or use a false identity on the Website or Mobile Apps, impersonate any person or otherwise misrepresent your identity, status, qualifications or affiliations;
  9. transmit on, to or from the Website or Mobile Apps any spam, chain letters, junk mail or any other type of commercial solicitation or unsolicited mass e-mail or messaging;
  10. attempt to obtain unauthorized access to the Website or Mobile Apps or portions of the Website or Mobile Apps which you are restricted from accessing; or
  11. collect or harvest information about any other users of the Website or Mobile Apps or the Services.

(c)  We reserve the right, immediately and without prior notice, to suspend or terminate your access to the Website or Mobile Apps or Services. We reserve the right to limit, restrict or decline registration for the Website or Mobile Apps or Services in our sole discretion. If we terminate your registration on the Website, Mobile Apps, or Services, you may not re-register on the Website, Mobile Apps, or Services (including without limitation using another e-mail address) without our prior written consent.

Age of Majority

You represent and warrant that you are at least 18 or 21 years of age, depending on the age of majority in your jurisdiction, and that you have the legal capacity to enter into this Agreement. If you are not at least 18 or 21 years of age, depending on the age of majority in your jurisdiction, you must exit the Website or Mobile Apps, as applicable, immediately and may not use or access the Services including, without limitation, the Website or Mobile Apps or print or download any materials therefrom.

Registration

(a)  In order to access certain goods and Services through the Website or Mobile Apps, you may be required to provide complete and accurate Personal Information, including without limitation your name, address, telephone number, e-mail address, credit card information and billing address (“Registration Information”). You represent, warrant and covenant to provide us true, accurate, complete and current information Registration Information and hereby covenant and agree to update your Registration Information to ensure that it is at all times true, accurate, complete and current. Any Personal Information you submit will be subject to our Privacy Policy. You agree that we may take reasonable steps to confirm your identity and your Registration Information.

(b)  You must treat your user name and password as personal and confidential and must not disclose this information to any third party, permit any third party to use this information or otherwise transfer or assign your user name or password. You are responsible for all use of the Website or Mobile App, as applicable, under your password. If the confidentiality of your password is compromised, or you become aware of any unauthorized use or breach of security, you must inform us immediately. We are entitled to rely upon all instructions received by us through the use of your password as authentic and valid instructions which you are fully authorized to issue, including in respect of any User Submissions. We are not responsible for unauthorized or improper use of your password and we do not assume any responsibility or obligation to monitor the use of your password. However, if we suspect that your password is being used fraudulently, without your authorization, or otherwise in a manner inconsistent with this Agreement, we reserve the right to suspend or terminate the related user account without notice or liability.

Access

In order to access our products and Services, including without limitation, the Services, you must have access to the World Wide Web (the “Web”), either directly or through devices that access Web-based content, and must pay any service fees associated with such access. Not all of the features available through our Services will be available to you unless your device satisfies the minimum technical requirements. As we make changes to the Services, the minimum technical requirements may change. You are responsible for determining whether your device satisfies the minimum technical requirements before you register to access our goods or Services. Moreover, if we change the minimum technical requirements after you initially register to access our goods or Services such that your device no longer satisfies the minimum technical requirements, your exclusive remedy will be to stop accessing our goods and Services.

Privacy

You acknowledge and agree that any and all uses of the Services are further subject to our privacy policy, which is located at www.quotr.ca/privacy_policy (the “Privacy Policy”). The Privacy Policy sets out your rights and our responsibilities with respect to our collection, storage, use and disclosure of Personal Information (as such term is defined in the Privacy Policy). We will not use Personal Information in any way inconsistent with the purposes and limitations provided in our Privacy Policy. You hereby consent to our collection, storage, use and disclosure of Personal Information in accordance with the Privacy Policy. The Privacy Policy may be updated from time to time at our discretion. Any changes to the Privacy Policy will be effective when we post such changes to the Website or Mobile App or as otherwise provided for in the Privacy Policy.

Quotr does not collect any other Personal Information that you do not expressly provide. If you do not want your Personal Information collected, do not provide it to us. If you have already submitted the Personal Information and would like us to remove it from our records, or you would like to know what of your Personal Information is held in our records or wish to have any of such information updated or modified, please contact us at the address set forth below. Quotr will not disclose your Personal Information to any third party without Your consent, except as detailed below.

Use of Personal Information

As set out in the Privacy Policy, Quotr may use and maintain records of your Personal Information such as your name, address and other registration data, current location or other unique personal identifiers, as the case may be, to provide and facilitate use of the Website or Mobile Apps or Services.

Quotr identifies the purpose for which Your Personal Information is collected and will be used or disclosed throughout this Agreement and in the Privacy Policy. If that purpose is not listed in this Agreement or the Privacy Policy, we will do this before or at the time such Personal Information is actually being collected. You will be deemed to consent to our use of your Personal Information for the purposes set out in this Agreement and the Privacy Policy. We may also maintain and use records of such information to send you updates and news about Quotr. If you do not want to receive updates, newsletters or other notifications from us, please let us know by emailing us at the email address set forth below. Alternatively, you can opt out of receiving further communications from us by using the unsubscribe response mechanism in our communications with you.

Any Personal Information or content that you voluntarily disclose while using the Services which can be viewed by other Users thereof (for example, on discussion boards, in messages and chat areas, via messages or third party services etc.), becomes publicly viewable and can be collected and used by others.

Due to the global nature of the Internet, you may be transferring your Personal Information to countries outside of Canada whose legal systems do not offer the same protection for your data as the laws of Canada.

You agree to be bound by and comply with all applicable anti-spam legislation, including, without limitation, Canada’s anti-spam legislation.

Ownership

(a)  Except for User Submissions, the Services, including without limitation all intellectual property rights therein and thereto, is and shall continue to be owned and subject to copyright and other proprietary rights by us and our licensors. You agree to comply with all copyright and other applicable laws worldwide in your use of the Website or Mobile Apps and to prevent any unauthorized copying or use of the Website or Mobile Apps. Except as expressly set forth in these Terms of Use, you have no rights in or to the Services, including, without limitation, the Website or Mobile Apps. Where reproduction is expressly permitted, you must retain all copyright and trademark notices and any other proprietary notices relating thereto on any reproduction.

(b)  Certain names, words, titles, phrases, marks, logos, icons, graphics or designs on the Website or Mobile Apps constitute trade-names, trade-marks or service marks of Quotr, its affiliates or its licensors, and are protected by law and may not be used, copied or imitated (including without limitation use in HTTP headers, meta tags or other non-visible pages, text or code), in whole or in part, without the prior written consent of their respective owners.

(c)  Any unauthorized downloading, transmission, re-publication or other copying or modification of this Website or Mobile Apps, including trademarks, trade names and service marks, may violate federal, common or civil law trade-mark law and copyright law, and may result in legal action.

(d)  If you believe that any content on the Website or Mobile Apps may infringe on copyright or other intellectual property rights held by you or a third party, please contact us immediately. We will take steps to investigate and, if appropriate, remedy any such infringement or potential infringement.

User Submissions

(a) If you submit, transmit or upload suggestions, ideas, notes, text, graphics, images, photographs, videos or other audio-visual material, concepts, data, applications, software, code, programmed instructions or other information (collectively, the “User Submissions”) to the Website or Mobile Apps, or to us by email, through the Website or Mobile Apps or by other means of communication, ownership of such User Submissions shall remain with you, provided that the communication of such User Submissions shall be deemed to be your permission and your grant:

  1. to us and our successors and assigns, of a perpetual, worldwide, irrevocable, non-exclusive license, without compensation, reimbursement or any other payment, to publish, copy, perform, communicate, distribute, display, create derivative works, sublicense, translate, adapt and otherwise use the User Submissions without restriction and for any purpose whatsoever, whether commercial or otherwise; and
  2. to all other users of the Website or Mobile Apps, a perpetual, worldwide, irrevocable, non-exclusive license, without compensation or payment, to use, reproduce and modify such User Submissions in the normal course of using the Website or Mobile Apps as permitted by this Agreement.

(b)  You hereby waive any moral rights in or to such User Submissions in favour of Quotr.

(c)  You represent, warrant and covenant that:

  1. all your User Submissions will comply with these Terms of Use, including without limitation the restrictions on uploaded or transmitted content set out below; and
  2. you own or have the unencumbered right to submit to us your User Submissions and grant us the rights set forth above, including, without limitation, that you have all applicable licenses, consents, permits, permissions, clearances and waivers, whether in respect of intellectual property rights, proprietary rights, moral rights, personality rights, Personal Information rights, confidentiality restrictions or otherwise.

(d)  None of your User Submissions shall be subject to any obligation of confidence on our part and we shall not be liable for any use or disclosure of your User Submissions. You acknowledge and agree that you are solely responsible for your User Submissions and the posting, transmission or publication thereof on or through the Website or Mobile Apps. Except as otherwise described in this Agreement, the Privacy Policy, or any Additional Terms, you agree that your User Submissions will be treated as non-confidential, regardless of whether you mark such User Submissions as “confidential”, “classified”, “private” or something of similar nature or meaning.

(e)  You agree not to upload, post, distribute or otherwise transmit on, through or to the Website or Mobile Apps:

  1. any virus, trojan horse, worm, backdoor, shutdown mechanism or similar software, code, script or program which is intended to, is likely to or has the effect of disabling, denying access to, damaging or destroying, corrupting or affecting the normal use of the Website or Mobile Apps or any data, software or equipment stored thereon or used in conjunction therewith;
  2. any material that contains any error, deficiency, omission, misstatement or misrepresentation;
  3. any material that is or is reasonably likely to be construed as deceptive, fraudulent, libellous, defamatory, threatening, intimidating, abusive, harassing, violent, hateful, degrading, obscene, pornographic, profane, harmful or injurious to individuals, tortious or that may otherwise result in criminal, regulatory or civil liability;
  4. any material that is or is reasonably likely to contravene any law, statute, regulation, decree, order or similar rule;
  5. any material that, when used on the Website or Mobile Apps or in your use of the Services, violates any agreement, intellectual property rights, moral rights, publicity rights, privacy rights, fiduciary obligations or other rights of a third party;
  6. any commercial solicitation, advertisement or other material intended to promote the sale or supply of a good or service, including without limitation any material for which you receive any compensation, fee or other incentive or reward to post to websites; or
  7. any material that contravenes any notice or guideline posted to the Website or Mobile Apps from time to time by us.

(f)  We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any illegal information or materials.

(g)  Although we may from time to time (and reserve the right to) monitor or review User Submissions and other content, transmissions, and other material posted to the Website or Mobile Apps by other users or third parties, we are under no obligation to do so and assume no responsibility or liability arising therefrom, nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger, or inaccuracy contained therein. You hereby waive any rights or remedies you may have against us in respect of any User Submissions or your reliance thereon. We reserve the right (but have no obligation) to edit, modify, remove, redact or refuse to display or post any User Submissions on the Website or Mobile Apps in our sole discretion without notice or liability.

Content of Other Users.

The Services contain content of other users of the Services (“User Content"). Except as otherwise provided within this Agreement, or in any Additional Terms, you may not copy, download, communicate, make available, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any User Content appearing on or through the Services. We are not responsible for and do not control User Content. We have no obligation to review or monitor, and do not approve, endorse, or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at Your own risk.

Mobile Apps

You acknowledge and agree that Mobile Apps (including any updates or upgrade thereto) may: (i) cause your mobile device to automatically communicate with our servers (to deliver the Services and to record your usage data and other metrics); (ii) access or affect Mobile Apps or Services-related preferences or data stored on your mobile device; (iii) collect Personal Information about you or others as described in the Privacy Policy; and (iv) use the data plan or WiFi services associated with your mobile device to communicate with our servers and to update or upgrade the Mobile Apps. You may withdraw your consent to the foregoing at any time by removing or uninstalling or disabling the Mobile Apps from your mobile device.

Wireless Access

The Services may offer certain features and services that are available to you via your mobile device used to access the Services. These features and services may include the ability to access the Services' features and upload User Submissions to the Services and download applications including, without limitation, Mobile Apps to your mobile device (collectively, “Wireless Features”). Standard data and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless or cellular bill or be deducted from your pre-paid balance of same. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or mobile device. You should check with your carrier to find out what plans are available and how much such plans cost as well as any other questions regarding such carrier-related issues.

Disclaimer

(a)  You acknowledge that any use of or reliance on the Website or Mobile Apps or Services shall be at your sole risk. We make no representation or warranty of any kind regarding the Website, Mobile Apps, or Services, all of which are provided on an “AS IS”, “WHERE IS” and “AS AVAILABLE” basis. We have no obligation to maintain either the availability or the currency of the Website, Mobile Apps, or Services, and have no obligation or liability for the Website, Mobile Apps, or Services (including any User Submissions) or for any damages of any kind to users of the Website, Mobile Apps, or Services, however caused.

(b)  We do not:

  1. guarantee, and make no representation, warranty or condition as to the truthfulness, accuracy, adequacy, reliability, correctness, currency, veracity or completeness of the Website, Mobile Apps, or Services, or any portion or functionality thereof;
  2. warrant that the Website or Mobile Apps or Services will continue to operate, operate without interruptions or that it will be error-free, that defects will be corrected or that it will be free of viruses or other destructive elements; or
  3. endorse any statements or opinions expressed on the Website or Mobile Apps or Services by third parties, including without limitation other users of the Website or Mobile Apps or Services or third parties advertising on the Website or Mobile Apps or via the Services.

(c)  TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF WORKMANSHIP, MERCHANTABILITY, SATISFACTORY QUALITY, LATENT DEFECTS, MERCHANTABLE QUALITY, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE.

Exclusion and Limitation of Liability

(a)  YOU AGREE THAT WE ARE NOT AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MORAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR LOSS OF REVENUE) UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING TO:

  1. THE WEBSITE OR THE MOBILE APPS OR THE SERVICES OR THE USE THEREOF OR THE INABILITY TO USE THE WEBSITE OR MOBILE APPS OR THE SERVICES IN ANY MANNER WHATSOEVER; OR
  2. ANY UNAUTHORIZED ACCESS TO THE WEBSITE OR MOBILE APPS OR BREACH OF SECURITY, INCLUDING TO ANY OF YOUR USER SUBMISSIONS OR YOUR REGISTRATION INFORMATION, EVEN IF WE HAVE BEEN ADVISED OF OR COULD REASONABLY FORESEE THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

(b)  IN ANY EVENT, YOU AGREE THAT OUR AGGREGATE LIABILITY FOR ALL DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO US, IF ANY, FOR THE RIGHT TO ACCESS THE WEBSITE OR MOBILE APPS OR SERVICES IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE OF ACTION.

(c)  THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THE TERMS SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY.

(d)  SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU, BUT IN WHICH CASE OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnity

You agree to defend, indemnify and hold us harmless from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from your actions or omissions, including without limitation your use of the Website or Mobile Apps or Services, as applicable, from or relating to any of your User Submissions, your violation or infringement of any third party rights, including without limitation any copyright, patent, trade-mark, proprietary, privacy or moral right, or any breach by you of this Agreement.

Links

(a)  You may post certain links to the Website or Mobile Apps, provided any such link complies with these Terms of Use and does not portray us or any of our products or Services in a false, misleading, derogatory or defamatory manner and provided any such link does not trigger any pop-up, pop-under window or the presentation of any other type of advertisement or notice. We reserve the right to revoke this limited right at any time. You may not use frames or framing techniques to enclose all or any part of the Website or Mobile Apps or Services or otherwise embed any materials from the Website or Mobile Apps or Services within another website or location, or use masks, overlays or similar techniques or methods to alter, hide or reformat the presentation of all or any part of the Website or Mobile Apps or Services or to layer other content or materials on top of or within the browser window within which the Website (or, mutatis mutandis, the Mobile Apps or Services) is presented, without our prior written consent.

(b)  The Website or Mobile Apps or Services may contain links to third-party websites, advertisers, services, special offers, contests, bids, solicitations, or other events or activities that are not owned or controlled by us. We do not assume responsibility for any third party websites, advertisers, services, special offers, contests, bids, solicitations, or other events or activities and provide such links only as a convenience to you. The inclusion of any link does not imply our sponsorship, endorsement, affiliation, association, investigation or verification of any such linked website, its operators or its content. If you access any third party websites, advertisers, services, special offers, contests, bids, solicitations or other events or activities that are not owned or controlled by us, you do so at your own risk.

(c)  Be aware that you are leaving this Website or Mobile Apps or Services when you follow a link to a linked site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to review that site’s terms and conditions of use, privacy policy and relevant guidelines, and to take appropriate precautions. You agree that we have no obligation or liability regarding any linked site.

(d)  This Agreement and the terms and conditions herein apply to your use of the Services, including, without limitation, the Website or Mobile Apps, as applicable. Other websites or domains associated with or made available by Quotr may be governed by separate terms and conditions or separate privacy policies.

Arbitration

To the fullest extent permitted by applicable law, you agree that all disputes or disagreements between you and us relating to the Services, including, without limitation the Website or Mobile Apps, or to this Agreement will be settled by confidential, final and binding arbitration by a single arbitrator in the forum and under the rules we mutually agree upon, failing which the Arbitration Act, 1991 (Ontario) will apply.

Governing Law

(a)  The Website and Mobile Apps and Services are controlled, operated and administered by us from our offices in Canada. We make no representation or warranty that the Website or Mobile Apps or Services are appropriate or available for use at any location outside Canada. If you access the Website or Mobile Apps or Services from outside of Canada, you are responsible for compliance with all local law. You may not export any of the Website or Mobile Apps or Services in violation of any applicable export laws and regulations.

(b)  This Agreement shall be governed by and construed under the laws of Ontario without giving effect to its conflict of laws principles. You hereby submit to the exclusive jurisdiction of the courts of Ontario for any claim related hereto, arising herefrom or in connection herewith and agree not to bring any action, claim, suit or proceeding against us in any jurisdiction other than Ontario.

General

Any legal proceeding by you arising from or in connection with this Agreement or the Website or Mobile Apps or Services must be brought within two years after the event which is the subject of the proceeding has occurred. If any provision of this Agreement is unlawful, void, or for any reason unenforceable then that provision shall be deemed severable from this Agreement and shall not affect the validity of any remaining provisions. This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and us in respect of its subject matter, provided however that the purchase, supply or use of any of our products or Services may be subject to additional terms and conditions relating to same as delivered or made available to you (including through the Website or Mobile Apps). You may not assign this Agreement, including by operation of law. We may assign this Agreement in our sole discretion. This Agreement shall enure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. No waiver of any breach of any term or provision of this Agreement is effective or binding unless made in writing and signed by us and, unless otherwise provided, is limited to the specific breach waived.