Terms of Use

Reno Compass

Access License and Terms of Use

Reno Compass Inc. hosts and maintains the Reno Compass website (the “Site”) as a service to connect contractors with homeowners. By using the Site, you (referred to herein as the “User”), as the holder of a login and password used to access and use the Site, are agreeing to comply with and be bound by the following Access License and Terms of Use. If you proceed into, access or use the Site, you are deemed to accept all of the terms herein as a valid and binding agreement in full force and effect between Reno Compass Inc. and you as the User (the “Agreement”). If you do not want to accept these terms, you should not access or use the Site, review anything on it, or upload or download any information, content, materials or documents to or from it.

 

PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY

1. Ownership and Copyright of Site

1.1 Ownership – Save and except for the access license granted pursuant to Article 2, the information, content, materials and documents of the Site and the expression, organization, gathering, compilation, magnetic translation, digital conversion, electronic transmission thereof are protected under applicable law relating to copyrights, trademarks and other proprietary rights (including but not limited to intellectual property) and are strictly reserved in favour of Reno Compass Inc. Except as permitted by Section 3 below, the User does not acquire ownership rights to any information, content, materials or documents obtained through the Site

1.2 No Copying etc. – The User shall not copy, redistribute, use or publish any information, content, materials or documents on the Site, except as allowed by Article 2.

1.3 User Content – Notwithstanding this Article 1, Reno Compass Inc. will not acquire any ownership, or proprietary rights in any form (including copyright, trademark or other intellectual property right), to any information, content, materials or documents uploaded to the Site by the User in accordance with the license contemplated in Article 2 (Access License and Accounts) below (“User Content”). By allowing the User to upload User Content or use the Site’s requesting, posting, rating, reviewing, listing, messaging functionalities and other such capabilities, Reno Compass Inc. in no way waives any of its proprietary rights to the Site information, content, materials and documents as contemplated in Articles 1 and 1.2 above.

1.4 License in User Content – The User is deemed to grant Reno Compass Inc. a free, perpetual, non-exclusive, unrestricted, irrevocable, worldwide licence to:

  • Use, copy, adapt, publicly transmit, distribute, modify, translate, perform or display any User Content or create derivative works therefrom;
  • sub-licence any or all of these rights to third parties; and
  • exploit any proprietary rights that the User may have in such User Content for its own use so that any right, title or interest in any new content based on the User Content shall vest in Reno Compass Inc. including (without restriction) any copyright, trademark or otherwise in any jurisdiction.

 

1.5 Advertising – Reno Compass Inc. may publicly display advertisements and other information adjacent to or included with User Content. Such advertisements may be in any form, manner and mode, at Reno Compass Inc.’s sole and absolute discretion, and may change from time to time without notice to the User. The User is not entitled to compensation for any such advertisements.

2. Access License and Accounts

2.1 Purpose – The User is hereby granted a non-exclusive, non-transferable, royalty-free license to access and use the Site to create accounts, browse listings, submit listings, submit reviews and ratings, share information, communicate with other Users and use any other such functionalities provided on the Site from time to time. The licenses granted herein shall conform to the rights attaching to the User access accounts as set out in Articles 2.2 and 2.3 below.

2.2 Service Provider Account – Users who wish to submit listings to the Site in order to advertise their services must sign up for a service provider account, the terms of which will be established by Reno Compass Inc. in its sole discretion and posted on the Site (“Service Provider Account”). The terms governing the Service Provider Account will include a requirement that the User pay Reno Compass Inc. a monthly fee.

2.3 Subscriber Account – Users who wish to browse listings from, communicate with, procure services from and leave reviews and ratings for those Users with Service Provider Accounts who have submitted listings must sign up for a subscriber account, the terms of which will be established by Reno Compass Inc. in its sole discretion and posted on the Site (“Subscriber Account”). As of the date of this Agreement, the Subscriber Account is free of charge.

 

3. General License Limitations

3.1 Account Password and Security – All of the accounts contemplated in Article 2 (Access License and Accounts) above require that the User establish a login and password approved by Reno Compass Inc. The User is entirely responsible for keeping his/her account information confidential and for any activities that occur in connection with his/her account. The User is required to notify Reno Compass Inc. immediately of any unauthorized use or other breach of security. Logins and passwords may only be used by a single User and are non-transferable without Reno Compass Inc.’s consent. The User may be liable, in accordance with Article 7 (Indemnification), for any losses incurred by Reno Compass Inc. as a result of failing to comply with this paragraph.

3.2 Account Changes – In addition to any other rights hereby reserved, Reno Compass Inc. hereby reserves the right to add new categories of accounts for access to the Site, and to change the nature, characteristics and rights associated with any of the existing accounts set out in Article 2 (Access License and Accounts) above. This specifically includes changing any fees charged for any particular account. Reno Compass Inc. will provide reasonable notice of such changes on the Site.

 

3.3 License Revocation – Where the User violates the terms of this Agreement, Reno Compass Inc. reserves the right to deny the User access to the Site, revoke the User’s license by cancelling the User’s access account at any time and take any other action that Reno Compass Inc., in its sole and absolute discretion, deems appropriate.

4. Deadlines

In addition to any other disclaimer provided herein, Reno Compass Inc. in no way represents, warrants or guarantees that the Site will be available within any deadline or time period. Furthermore, for greater clarity, Reno Compass Inc. in no way assumes any obligation on the part of any User to provide access to the Site within any prescribed deadline, and hereby disclaims any liability for any User who fails to act for any reason because such User relied solely on the Site. IF THE SITE IS UNAVAILABLE, IT IS THE USER’S SOLE RESPONSIBILITY TO REQUEST, GENERATE AND DELIVER ACCESS TO THE INFORMATION, CONTENT, MATERIALS AND DOCUMENTS CONTAINED ON THE SITE BY SOME OTHER MEANS.

5. Disclaimer and Limitation of Liability

5.1 Disclaimer – The forms, message boards, listings, and other Site information, content, materials and documents from or through the Site are made available on an “as is” “where is” basis. All representations warranties, express or implied, are disclaimed including but not limited to the disclaimer of any implied warranties for merchantability and fitness for a particular purpose in respect of any product or service included on the Site. Users assume all responsibilities and obligations with respect to use and access of the Site and any decision to upload, download, select and/or rely on any information, content, materials or documents from the Site to achieve the User’s intended result.

5.2 Particular Situations – The information, content, materials or documents within the Site or available through the Site may not be appropriate under the circumstances for any particular transaction and do not substitute for appropriate professional advice, including, without limitation, engineering advice, architectural advice or legal advice in connection with any property or renovation. The specifics of a given situation may require provisions not contemplated in the information, content, materials or documents of the Site. No representations, warranties or guarantees whatsoever are made as to the accuracy, currency, completeness, adequacy, reliability, suitability, quality or applicability of any information, content, materials or documents contained on the Site, including any information uploaded to the Site by Users for use in a particular situation.

5.3 Site Accessibility and Viruses – The Site may be unavailable or inaccessible from time to time, at any time, due to routine maintenance, errors, problems or other unforeseeable causes. Moreover, the information, content, materials or documents on the Site may contain viruses, bugs, errors, problems or other limitations. All responsibility or liability for any damages caused by any such viruses, bugs, errors, problems or other limitations is hereby disclaimed.

5.4 Servers in Foreign Jurisdictions – Users hereby acknowledge that Reno Compass Inc. may host the Site but, in so doing, may utilize servers and hosting services based outside of Ontario or Canada. Any information, content, materials or documents uploaded to, or downloaded from, the Site may be stored in servers located in, and subject to, the laws of a foreign jurisdiction. Such laws can include (without limiting the generality of foregoing) criminal and administrative legal requirements relating to investigation, search and seizure. Additionally, any information, content, materials or documents stored on servers located in the United States of America may be subject to search and seizure by United States Federal authorities under the U.S.A Patriot Act and other laws of the United States relating to national security. Reno Compass Inc. hereby disclaims any and all liability with respect to the enforcement of foreign laws, including the Patriot Act.

5.5 Limitation of Liability – Whereas Reno Compass Inc. may provide recommendations to Users from time to time (including, but not limited, recommendations regarding the kinds of renovations homeowners can undertake), any reliance thereon is solely at the risk of the User, and Reno Compass Inc. and its shareholders, directors, officers, employees and affiliates have no liability and assume no responsibility whatsoever for a User’s reliance on such recommendations, a User’s use of the services of a contractor through the Site, or a User’s use of the Site or any information, content, materials or documents contained on the Site. In particular, but not as a limitation thereof, Reno Compass Inc. and its affiliates are not liable for any INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE ARISING FROM PRODUCT LIABILITY AND NEGLIGENT MISREPRESENTATION), ANY LEGAL COSTS ARISING THEREFROM, OR ANY OTHER COSTS OR EXPENSES ARISING OTHERWISE. Even if advised of the possibility of such damages, the disclaimer of liability for damages set forth above is a fundamental element of this Agreement for the use of the Site. This Site and the information contained herein would not be provided without such limitations. A User’s sole remedies in respect of any damages suffered as a result of the User’s use of the Site shall be,

  1. To immediately discontinue use of the Site, and
  2. To recover from Reno Compass Inc. damages equal to, and not any greater than, any fees accrued and unpaid by the User to Reno Compass Inc. for use and access to the Site (if any are owing), which damages shall be set-off against such amounts as are owed to Reno Compass Inc. by the User.

6. Payment of Access Fees

If applicable, the User shall pay any fees required by Reno Compass Inc. for access to the Site or use of an account (as per Article 2) as Reno Compass Inc. may post on the Site from time to time, including any fees charged on a “per download”, “per upload” or “per access” basis. Reno Compass Inc. may require that such fees are to be paid by credit card, PayPal, pre-authorized payment or other electronic payment mechanism prior to the User accessing or using the Site or an account on the Site (as per Article 2). Alternatively, Reno Compass Inc. may allow the User to access the Site or use an account (as per Article 2) and send the User an invoice at a later date. Any such invoice shall be paid strictly in accordance with the payments terms therein. If no payment terms are contained in said invoice, then the User shall pay within thirty (30) days of receipt, and interest shall accrue on any unpaid invoices at a rate of 10% per annum, calculated daily without deduction or set-off.

7. Indemnification

The User agrees to indemnify, save and hold Reno Compass Inc. and its directors, officers, employees, partners, and affiliates harmless from any liability for expenses, losses, costs (including any legal fees on a substantial indemnity basis) as a result of any damages arising out of any demand, claim, action, cause of action, mediation, arbitration or other legal proceeding against Reno Compass Inc. that occurs as a result of accessing or using the Site and/or the User violating this Agreement.

8. Uploaded Documents

8.1 Prohibited Material – In uploading any materials or content or sending any requests with the Site, the User shall not, under any circumstances, supply, upload or send anything that,

(a) is unlawful, harmful, threatening, abusive, harassing, defamatory (either libellous or slanderous), invasive of another’s privacy, pornographic or harmful to minors in any way;

(b) is false, deceptive or misleading;

(c) infringes any patent, trademark, trade secret, moral right, copyright, industrial design, privacy right, right of publicity, or other form of intellectual property right of Reno Compass Inc. or any other person;

(d) contains personal information except as permitted by the Personal Information and Electronics Documents Act (Canada);

(e) constitutes unsolicited e-mail, junk mail, spam, or any form of advertising or solicitation for commercial purposes;

(f) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(g)is designed to disrupt the ability of other Users or anyone from using or accessing the Site or makes disproportionately high use of network resources or infrastructure, or otherwise negatively affect the ability of others to use or access the Site;

(h)is in violation of any Canadian or Ontario law, including any statute, regulation, or common law requirement (including such requirements in law and equity); and

(i)constitutes content or material that is deemed prohibited by Reno Compass Inc. in its sole and absolute discretion that may be exercised unreasonably at any time.

8.2 Moving, Deleting or Editing Documents or Content – The User acknowledges that Reno Compass Inc. shall have the right (but not the obligation), in its sole and absolute discretion, to edit, delete or move any information, content, materials or documents uploaded to or written on the Site at any time. The User understands that all information, content, materials and documents on, transmitted through, or linked from the Site, are the sole responsibility of the person from whom such items originated and Reno Compass Inc. shall not be liable for any damages arising from such documents or content as contemplated by Article 5 (Disclaimer and Limitation of Liability).

9. Prohibited Activity

9.1 Hacking, etc. – The User shall not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Reno Compass Inc. server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

9.2 Monitoring and Circumventing Site – The User shall not use any “deep-link”, “page-scrape”, “robot”, “spider”, “agent” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, monitor or reverse engineer any portion of the Site or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any content, to obtain or attempt to obtain any information, content, materials or documents through any means not purposely made available through the Site. Reno Compass Inc. reserves the right to bar any such activity.

9.3 Probing, etc. – The User shall not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. The User shall not reverse look-up, trace or seek to trace any information on any other User of or visitor to the Site, or any other customer of Reno Compass Inc., including any Reno Compass Inc. account not owned by the User, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than the User’s own information, as provided for by the Site.

9.4 Overloading Site – The User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure (including the bandwidth capacity) of the Site or Reno Compass Inc.’s systems or networks, or any systems or networks connected to the Site or to Reno Compass Inc.

9.5 Interference – The User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other User or person’s use or access of the Site.

9.6 Harassing and Stalking – The User shall not use the Site to,

  • contact anyone against their will or “stalk” or otherwise harass anyone in any manner; and
  • collect, copy or process personal data about anyone for commercial purposes unrelated to the purpose set out in Article 2 (Access License) if any, or for unlawful purposes.

9.7 Disguising Messages and Identity – The User shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal the User sends to Reno Compass Inc., other Users or anyone on or through the Site, or disguise the origin of any service offered on or through the Site. No User may impersonate any other individual or entity, and no User may fraudulently hold him/herself out as representing another person or entity.

9.8 Unlawful Activity – The User shall not use the Site or any information, content, materials or documents therein for any purpose that is contrary to any statute, regulation, by-law, rule, common law principal (whether in law or equity) or other requirement of Ontario law or the laws of Canada, or any purpose prohibited by this Agreement, or to solicit the performance of any such illegal activity or other activity which infringes the rights of Reno Compass Inc. or others.

9.9 Site Content and Materials – The User shall not modify, adapt, appropriate, reproduce, distribute, translate, create derivative work or adaptations of, publicly display, sell, trade, or in any way exploit content or materials from the Site, unless expressly authorized by Reno Compass Inc.

9.10 Code of Conduct – In addition to the requirements set out in this Article 9 (Prohibited Activity), the User also agrees to comply with any Codes of Conduct or other rules that Reno Compass Inc. may set out on the Site at any time from time to time.

10. Personal Information in User Content

In connection with any personal information contained in any information, content, materials or documents uploaded by the User or any other User Content, the User hereby acknowledges that Reno Compass Inc. constitutes a third-party to whom personal information has been transferred for processing (and for no other purpose) as contemplated in Principle 4.1.3 of Schedule 1 of the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”). Except as otherwise expressly set out in the Privacy Policy on the Site, the parties hereto acknowledge that Reno Compass Inc. is not collecting, using or disclosing any such personal information for its own purposes or using any of it in the ordinary course of its business.

11. Links to Other Sites

11.1 Links to Merchant Sites – Reno Compass Inc. may provide links on the Site, or other websites developed and hosted by Reno Compass Inc., that allow access to third party merchant (“Merchants”) sites from which the User may obtain information and possibly purchase certain goods or services. The User understands and agrees that,

(a) neither Reno Compass Inc. nor its affiliates operates or controls the products or services offered by Merchants, and such Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service;

(b) neither Reno Compass Inc. nor its affiliates is or will be a party to the transactions entered into between the User and Merchants;

(c) information about and purchase and use of the products or services offered by Merchants is at the sole risk of the User and is without warranties of any kind by Reno Compass Inc., express, implied or otherwise including (without limitation) warranties of title, fitness for purpose, merchantability or non-infringement;

(d) all rules, policies (including privacy policies) and operating procedures of Merchants will apply to the User while on the Merchants’ sites. Reno Compass Inc. is not responsible for information, content, materials or documents provided by the User to Merchants. Merchant and Reno Compass Inc. are independent contractors and neither party has authority to make any representations or commitments on behalf of the other; and

(e) Under no circumstances is Reno Compass Inc. or its affiliates liable for any damages arising from the transactions between the User and Merchants or for any information, content, materials or documents appearing on Merchant sites or any other site linked to the Reno Compass Inc. Site. As contemplated in Article 5 (Disclaimer and Limitation of Liability), Reno Compass Inc. will not be liable to the User for any incidental, special or consequential damages of any kind that may result from access to Merchant sites or the use of any products or services offered by Merchants.

11.2 Links to Other Sites – This Site may contain links to websites other than Merchant sites. Reno Compass Inc. is not responsible for and makes no warranties regarding the information, materials, documents, content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by Reno Compass Inc. Inclusion of any linked website does not imply approval or endorsement of the linked website by Reno Compass Inc. If a User decides to leave the Site and access these third party sites, he/she does so at his/her own risk. As contemplated in Article 5 (Disclaimer and Limitation of Liability), Reno Compass Inc. will not be liable to the User for any incidental, special or consequential damages of any kind that may result from the User’s use or access of linked websites.

12. Governing Law and Jurisdictional Issues

12.1 Governing Law and Disputes – This Agreement shall be treated as though it were executed and performed in Toronto, Ontario, Canada and governed by the laws of Ontario and the laws of Canada as may be applicable herein. All disputes, controversies or claims arising out of in connection with or in relation to this Agreement, including any question regarding its existence or validity shall be submitted to and be subject to the jurisdiction of the courts of the Province of Ontario (including the Supreme Court of Canada), which shall have exclusive jurisdiction in the event of any dispute hereunder. The parties hereby irrevocably submit and attorn to the exclusive jurisdiction of such courts to finally adjudicate or determine any suit, action, or proceedings arising out of or in connection with this Agreement.

12.2 Compliance with Ontario Law – In using the Site, the User hereby agrees to comply with all legislation, regulations, common law requirements (including such requirements in law and equity) as may be applicable and in force pursuant to the laws of Ontario and Canada. Any monies payable pursuant to the terms hereof shall be in Canadian currency.

12.3 Actions Subject To Disclaimer – All actions, applications and other legal proceedings shall be subject to the disclaimers and limitations set forth in Article 5 (Disclaimer and Limitation of Liability).

12.4 Severability and Waiver – Should any part of this Agreement be held invalid, unenforceable or inconsistent with the law applicable to this Agreement, that portion shall be severed from this Agreement and the remaining portions shall remain in full force and effect. Failure of Reno Compass Inc. to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

12.5 Users Outside Ontario – This Site is controlled and operated by Reno Compass Inc. from its offices within the Province of Ontario. Reno Compass Inc. makes no representation that information, documents, materials or content from the Site are appropriate or available for use outside of Ontario. Those who choose to access and use this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

13. Interpretation of Agreement

13.1 Entire Agreement – This Agreement constitutes the entire and sole agreement between Reno Compass Inc. and the User, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

13.2 Gender and Number – In this Agreement, unless otherwise specified, words importing the singular include the plural and words importing gender include all genders

13.3 Headings – The division of this Agreement into sections and articles and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of this Agreement.

13.4 Capitalized Terms – Each capitalized term in this Agreement has the meaning given to it in this Agreement.

13.5 Currency – Any reference to currency is to Canadian currency (unless otherwise specified in this Agreement) and any amount advanced, paid or calculated under this Agreement, or pursuant to a judgment or order in connection to this Agreement, is to be advanced, paid or calculated in Canadian currency (unless otherwise specified in this Agreement).

13.6 References to Agreement – Unless otherwise specified, reference in this Agreement to “Sections”, “Articles” or “Paragraphs” are to sections, articles and paragraphs of this Agreement. The words “herein”, “hereto” and hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, paragraph or other subdivision of this Agreement.

13.7 Electronic Form – The electronic form of this Agreement presented to the User when they access the Site shall be the sole true and correct version. Reno Compass Inc. hereby reserves the right to update and amend this Agreement from time to time. Reno Compass Inc. will post the latest version of this Agreement on the Site in electronic form.

13.8 Assignment – Reno Compass Inc. may assign its rights and obligations under this Agreement to any person without notice to the User. No part of this Agreement may be assigned by the User without Reno Compass Inc.’s written consent.

13.9 Independent Contractor – Reno Compass Inc. and the User acknowledge and agree that the relationship created hereby is one of independent contractors and no other, including without limiting the generality of the foregoing, that of partnership or employment. Neither Reno Compass Inc. nor the User shall have the authority to bind the other to any contractual or other legal obligations, whether as agent, partner, employee, representative, authorized signing officer or otherwise. Neither Reno Compass Inc. nor the User shall hold itself/himself/herself out as being an agent, employee or other representative of the other party so as to make said other party vicariously liable for any tort against any other person.

This Access License and Terms of Use is made as of January 18, 2017 at 11:12 PM.