1.1. Information About Us
1.1.1. Jibespot Inc., a corporation registered in the Province of Ontario, Canada (“Jibespot”) maintains this application.
1.2. Acceptance of this Agreement
1.2.2. You agree to the terms and conditions outlined in this Agreement with respect to the Application. This Agreement constitutes the entire and only agreement between Jibespot and you, and replaces and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Application, the content, goods and services provided by or through the Application, and the subject-matter of this Agreement. You agree to review this Agreement prior to reviewing any information or obtaining any documents. This Agreement may be amended by us from time to time without specific advance notice to you. The latest Agreement will be posted on the Application, and you should review the Agreement prior to using the Application.
18.104.22.168. “Additional Terms” has the meaning given to that term in Section 1.2 of this Agreement.
22.214.171.124. “Affiliated Parties” has the meaning given to that term in Section 6.1 of this Agreement.
126.96.36.199. “Agreement” has the meaning given to that term in Section 1.2.1 of this Agreement.
188.8.131.52. “Content” means any text, images, video, audio or other multimedia content, software or other information or material submitted to, subsisting on or accessible from the Application.
184.108.40.206. “Credentials” has the meaning given to that term in Section 8.1 of this Agreement.
220.127.116.11. “Jibespot” has the meaning given to that term in Section 1.1.1 of this Agreement.
18.104.22.168. “Application” has the meaning given to that term in Section 1.2.1 of this Agreement.
22.214.171.124. “Services” means the sharing and receiving of content and information using the Application.
126.96.36.199. “Unwanted Submissions” has the meaning given to that term in Section 8.3 of this Agreement.
188.8.131.52. “We”, “us” or “our” means Jibespot.
184.108.40.206. “You” or “Your” means the person accessing or using the Application or its Content.
1.4. Privacy Statement and Additional Terms: these terms include our Privacy Statement which shall be subject to these terms in the event of any conflict or inconsistency. These terms may also be supplemented or replaced by additional terms (“Additional Terms”) relating to specific Content, or services made available or supplied by us using the Application. Additional Terms will be made available on relevant pages of the Application. Additional Terms shall prevail to the extent there is any conflict or inconsistency with any other of these terms.
1.5. This Application is intended for and directed to persons over the age of 13 years. Jibespot is concerned about the safety and privacy of all its users, particularly children.
1.6. Accessibility: we seek to make this Application as accessible as possible. If you have any problems accessing this Application or the content contained on it, please contact us at firstname.lastname@example.org.
2. Restrictions on use/Acceptable Use
2.1. The Application is for your use only. As a condition of your use of the Application, you agree:
2.1.1. Not to use the Application or Services to violate any laws or third party rights;
2.1.2. Not to use our Application and the Services if you are unable to form legally binding contracts, are under the age of 13, or are temporarily or indefinitely suspended from our Application;
2.1.3. Not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Application or its Content except as permitted by us under these terms or as expressly provided under applicable law and/or under any Additional Terms;
2.1.4. Not to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing;
2.1.5. That you are solely responsible for all costs and expenses you may incur in relation to your use of the Application and shall be solely responsible for keeping your password and other account details confidential;
2.1.6. That you will not access Jibespot’s application program interface (APIs) (sometimes referred to as Jibespot’s “backend”) by any other means than through the Application itself, unless otherwise granted access by Jibespot in writing;
2.1.7. That you will not use web URIs/URLs in your user name or display name without prior written consent from Jibespot;
2.2. As a condition of your continued access to and use of the Application, you agree to abide by all applicable local, state, provincial, national, international and other laws and regulations, including, without limitation laws regarding the transmission of technical data or software exported from the United States and Canada. Without limiting those conditions, in the preceding sentence, you agree not to:
2.2.1. Harvest or otherwise collect or store information about others, including e-mail addresses, without their consent;
2.2.2. For the purpose of misleading others, create a false identity as to the identity of the sender or origin of any message or posting, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted utilizing the Application;
2.2.3. Impersonate any person or entity, including but not limited to, a Jibespot official, Jibespot user, guide or host or falsely state or otherwise misrepresent your affiliation or connection with a person or entity;
2.2.4. Attempt to gain unauthorized access to the Application, other accounts, computer or device systems or networks connected to the Application, through password mining or any other method;
2.2.5. Interfere with or disrupt networks connected to the Application or violate the regulations, policies or procedures of such networks;
2.2.6. Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure or the infrastructure of our affiliates;
2.2.7. Interfere with or disrupt the Application or servers or networks connected to the Application, or disobey any requirements, procedures, policies or regulations of networks connected to the Application;
2.2.8. Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our Application (or our affiliates’ Applications) without the prior expressed written permission of Jibespot and the appropriate third party, as applicable; Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of the Application members or other user or usage information or any portion thereof other than in the context of your use of the Application as permitted under this Agreement;
2.2.9. Interfere or attempt to interfere with the proper working of our Application or any activities conducted on our Application; or
2.2.10. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content posted or transmitted through the Services.
2.2.11. Interfere with another member’s use and enjoyment of the Application or another individual’s or entity’s use and enjoyment of similar services;
2.3. This Application is provided to individuals only and for personal use only. Any unauthorized commercial use of the Application is prohibited.
2.4. We reserve the right to prevent or suspend your access to the Application if you do not comply with any part of these terms and conditions or any applicable law.
2.5. Jibespot reserves the right to cancel, revoke, force forfeiture or suspend any username that becomes inactive.
2.6. Jibespot reserves the right to cancel, revoke, force forfeiture or suspend any username that or that violates the rights of any person, entity or individual, including trademark, copyright or other intellectual property right or in any way misleads other users and may cancel, revoke, force forfeiture or suspend any such usernames at the legitimate request of the rightful holders of such intellectual property rights.
3. User Generated Content
3.1. Content License from You
When you send, submit, post or display any Content through our Application, you retain copyright and any other rights you already hold in such Content, including without limitation, information, data, text, software, music, sound, photographs, graphics, video and email messages or other kinds of messages included in such material. By sending, submitting, posting or displaying any Content when using the Application, you grant Jibespot a perpetual, irrevocable, worldwide, royalty-free and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content. This licence is for the sole purpose of enabling Jibespot (and as the case may be, its affiliates) to operate the Application and provide the Services. You confirm and warrant to Jibespot that you have all the rights, power and authority necessary to grant the above licence.
3.2. Responsibility for Content
You understand that all Content, whether publicly posted or privately transmitted when sending, submitting, posting or displaying material using the Services, is the sole responsibility of the person from whom it originated. This means that you, and not Jibespot, are entirely responsible: (i) for all Content that you upload, post, email, transmit, or otherwise make available via the Services; and (ii) for ensuring that all Content is accurate and does not include misleading information or infringe or violate anyone’s proprietary rights. Jibespot does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of any Content. You therefore agree that you will not hold Jibespot responsible or liable for any inaccuracies or for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any Content posted, emailed, transmitted, or otherwise made available via the Services.
3.3. Right to Remove or Disclose Content
You acknowledge that Jibespot pre-screens potential Content and that Jibespot has the right (but not the obligation) to refuse or remove any Content that is available via the Services that violates this Agreement or is otherwise objectionable in its discretion. You acknowledge and expressly consent to Jibespot (and, as the case may be to its affiliates), accessing, preserving, and disclosing your account information and Content if required to do so by law or if in good faith it believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Posting Policy; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety or security of Jibespot, its affiliates, their users and the public.
3.4. The amount of storage space per member is limited. Due to these space constraints, you agree that Jibespot is not responsible for the deletion or failure to store any information.
3.5. You further agree that you will not upload, post, e-mail or otherwise transmit or otherwise make available any material or Content that:
3.5.1. You do not have a right to post, e-mail or otherwise transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
3.5.2. Infringes on any patent, trade-mark, trade secret, copyright or other proprietary or privacy rights of any party unless you own or control those rights or have received all necessary consents; or
3.5.3. Is unlawful, harmful, threatening, abusive, harassing, bullying, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable, or could be considered “stalking”;
3.5.4. (i) is false, inaccurate, misleading, defamatory, libellous, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, bullying, racially, an activity that could be construed as “stalking”, is ethnically or otherwise objectionable or generally unlawful; (ii) you do not have a right to make available under any law or under contractual or fiduciary relationships; (iii) infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any party; (iv) would constitute unsolicited or unauthorized advertising, promotional or solicitation materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of illegal solicitation;
3.5.5. Contains any form of destructive software such as a virus, worm, trojan horse, time bomb, cancelbot, or any other harmful or any other software file, program or code, designed to interrupt, destroy or limit the functionality of any software, hardware, telecommunications equipment or other equipment, device or system of any kind; or
3.5.6. Harms minors in any way.
4. Practices and Limits Concerning Use of the Services
You acknowledge that Jibespot may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that uploaded Content will be retained by the Services, the maximum number of Content that may be uploaded by an account, the maximum size of message or Content that may be uploaded by an account, and the maximum number of times (and the maximum duration for which) you may access or use the Services in a given period of time. You further acknowledge that Jibespot reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
5. Jibespot Rights
5.1. This Application and all intellectual property rights in the Application (including without limitation in relation to the content created, owned or licensed by Jibespot and available on the Application (“Jibespot Content”), organization, gathering, compilation, magnetic translation, digital conversion and other matters (“Jibespot Property”) are owned by us and/or our licensors. We and our licensors reserve all our intellectual property rights (which include without limitation all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) as well as proprietary rights which are not limited to intellectual property in the Jibespot Content and Jibespot Property whether registered or unregistered anywhere in the world.
5.2. Nothing in these terms and conditions grants you any rights in the Application other than as necessary to enable you to access the Application. You agree not to adjust to try to circumvent or delete any intellectual property notices contained on the Application and in particular in any digital rights or other security technology embedded or contained within any Application Content.
5.3. The copying, redistribution, use or publication by you of any Content, Jibespot Content or Jibespot Property or any part of the Application, is strictly prohibited. You do not acquire ownership rights to any Content or document obtained through the Application.
5.4. The viewing of any Content, form or document grants you only a limited, non-exclusive licence for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any Content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).
5.5. Trade marks: The Jibespot name, logo, and Application are our trade-marks. Other trade-marks and trade names may also be used on this Application. The use or misuse of any trade-marks or any other Content on the Application except as provided in these terms and conditions is strictly prohibited. Nothing contained on the Application shall be construed as granting, by implication, estoppel or otherwise, any licence or right to use any trademark without our prior written permission.
5.6. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Application.
6.1. You agree to indemnify, defend and hold Jibespot and its partners, attorneys, staff and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney fees, related to your violation of this Agreement or use of the Application or relating to any Content on the Application containing information related to third parties, any misuse of the Application or any Content thereon, any person’s use of Credentials including where such use is not authorized by you and any breach of any law or regulation by you or any breach by you of any right of any third party.
7.1. You may not assign, sub-license or otherwise transfer any of your rights and obligations in these terms to any other person. Any password or right given to you to obtain access is not transferable.
8. Information Submitted to the Application
8.1. You may be required to provide a username, email and password (together, “Credentials”) in relation to your use of the Application. You agree that you will keep your Credentials strictly confidential and you agree that the Credentials will not be shared, communicated or disclosed by you to any person, any company or any website or computer or mobile based application or other device application other than the Application. You acknowledge and agree that no one but you shall be responsible for preventing the unauthorized use of your Credentials. If you believe for any reason that your Credentials have been accessed or known to anyone or that your security of the Credentials has been breached in any manner whatsoever or that our security has been breached in any manner whatsoever, you must communicate this to us immediately. If we believe that your credentials are being used in a way that is not allowed by this Agreement, we reserve the right to suspend or stop use in any manner whatsoever of the Application or any aspect of the Application from your Credentials.
8.2. In consideration for your use of the Application and any services provided on it, you agree to provide true, current, complete and accurate information as requested on the registration form provided to you by the Application and to update that registration information as soon as possible after any information on the registration form changes.
9. Termination of Services, Continuation of Services
9.1. Without limiting other remedies, Jibespot (and any of its affiliates) may in their sole discretion, limit, suspend, or terminate the Application, Services and user accounts, prohibit access to their Application, and take technical and legal steps to keep users off their Application, remove and discard any Content within the Services, for any reason, including, without limitation, (a) accounts that are unconfirmed or which have been inactive for a period of over six months; (b) if Jibespot (or any of its affiliates) believes that you have violated or acted inconsistently with the letter or spirit of this Agreement; (c) request(s) by law enforcement or other government agencies; (d) if you provide any information that is untrue, inaccurate, not current or incomplete in your account, or Jibespot has reasonable grounds to suspect that you have done so; (e) a request by you; (f) discontinuance or material modification to the Services (or any part thereof); (g) unexpected technical or security issues or problems; (h) in compliance with legal process; (i) if you have or we believe you have engaged in illegal activities, including without limitation, fraud; and/or (j) non-compliance with data protection and privacy laws which may apply.
9.2. You acknowledge and agree that any termination of your access to the Services under any provision of this Posting Policy may be effected without prior notice and that Jibespot may immediately deactivate or delete your account and all related Content. You agree that Jibespot is not liable to you or any third-party for termination of your account, or termination of your access to the Services.
The Application and its Content is offered on an as-is and as available basis. We cannot guarantee that any Content or information on the Application or any services provided by the Application is fault free or free of viruses.
10. Hyperlinks and Third Party Sites and Content
10.1. The Application may contain hyperlinks or references to third party websites or mobile applications or other device application other than the Application. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites or mobile applications or other device applications and accept no responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website or mobile application or other device application does not constitute an endorsement of such third party’s website, mobile application or other device application, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site.
10.2. You agree that Jibespot may place advertising and promotional content on your Content that is accessible on the Application and with content and in a manner and degree that is at the discretion of Jibespot and may change from time to time.
11. Limitation of Liability
11.1. You agree that use of the Application is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESS, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR ANY PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM ANY INFORMATION APPEARING ON THE APPILICATION, OR ANY OTHER WEBSITE OR MOBILE OR OTHER DEVICE APPLICATION LINKED TO THE APPLICATION OR FOR USE OF THE SERVICES. WE WILL NOT BE LIABLE TO USERS FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE THIS APPLICATION.
You agree that your use of the Application is on an “as available” basis. Except as otherwise expressly required by applicable law, we make no representations, warranties, conditions or other terms (whether express or implied) in relation to the provision of the Application, including without limitation as to completeness, accuracy and currency or any Content on the Application, or as to satisfactory quality, or fitness for particular purpose, and we assume no responsibility for the timeliness, deletion, mis-delivery, non-delivery or failure to store any user communications or content. Jibespot (and its affiliates) expressly disclaim 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.
11.2. To the maximum extent permitted by applicable law, we exclude all liability (whether arising in contract, tort, breach of statutory duty or otherwise) which we may otherwise have to you as a result of any error or inaccuracies in any Content, the unavailability of the Application for whatsoever reason, and any representation or statement made on the Application.
11.3. We will not be liable for any loss or damage we cause which we could not reasonably anticipate when you started using the Application, for example if you lose revenue, salary, profits or reputation as a result of your use of the Application and/or the acts or omissions of any third party such as other users of the Application or any other indirect or consequential loss or damage you may incur in relation to the Application and its Content.
11.4. Under no circumstances shall our aggregate liability to you for any and all claims arising from your use of the Application (including the downloading or use of any Content) exceed ten U.S. Dollars.
11.5. You acknowledge that regardless of any law or regulation to the contrary, any claim or cause of action relating to or arising from your use of the Application must be filed within one (1) year after that claim or cause of action arises or be permanently prohibited from doing so.
11.6. Any exclusions and limitations of liability in these terms shall be subject to the Additional Terms in respect of matters covered by those Additional Terms and as otherwise required by law.
11.7. If a jurisdiction prohibits the exclusion of incidental, special or consequential damages by this Agreement, the total liability to you or any person or entity in relation with any incidental, special or consequential damages will be limited by the above sub-sections of this Section 11 excluding sub-section 11.5.
11.8. You understand and agree that:
11.8.1. Jibespot (and its affiliates) make no warranty that (i) the services will meet your requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Services will be accurate or reliable; and (iv) the quality of any products, Services, information, or other material purchased or obtained by you through the Services will meet your expectations.
11.8.2. Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that 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.
11.9. No advice or information, whether oral or written, obtained by you from Jibespot, our affiliates or through or from the Services shall create any warranty not expressly stated in this posting policy.
11.10. This Section 11 shall not apply to the extent prohibited by applicable law.
12.1. 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.
13. Governing Law, Dispute Resolution
13.1. These Terms and the subject matter of these Terms and all related matters will be governed by the laws of the Province of Ontario, Canada and the laws of Canada applicable in Ontario, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the U.S. Uniform Commercial Code, and excluding any conflict of laws rules. Subject to the following paragraph, you submit to the exclusive jurisdiction of the courts of the Province of Ontario.
13.2. Any dispute, claim, question or difference arising with respect to this Agreement or its performance, enforcement, breach, termination or validity shall be resolved by arbitration arbitrated and finally resolved pursuant to the Simplified Arbitration Rules of the ADR institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario Canada. The language of the arbitration shall be English.
14.1. These terms are dated July the 8th, 2018. No changes to these terms are valid or have any effect unless agreed upon 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 Application and by continuing to use and access the Application 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. We reserve the right to change any aspect of the Application including its function, Content, design, graphic design, or name.
15. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Posting Policy.
15.1. Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to our contact address at email@example.com and all notices from us to you will be displayed on our application from time to time.
15.2. We shall have no liability to you for any breach of these terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
15.3. If any part of these terms and conditions is unenforceable (including any provision in which we exclude or limit our liability to you) the enforceability of any other part of these terms and conditions 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.
15.4. These terms and conditions, together with the Privacy Statement and any applicable Additional Terms contain the entire understanding and agreement between us and you in relation to your use of the Application 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.
15.5. These terms and conditions shall be construed in accordance with and governed by the laws in effect within the Province of Ontario, Canada.
15.6. The parties acknowledge that they have required that these terms and conditions and all related documents be prepared in English.