S.P.D. does not have the ability to independently screen participants registering for its Service. BY ACCESSING OR REGISTERING FOR S.P.D., YOU ARE AGREEING THAT NEITHER S.P.D. NOR ANY OF ITS AGENTS, PARTNERS OR ASSOCIATES ARE LIABLE FOR ANY DAMAGES, DIRECT OR INDIRECT, THAT MAY IN ANY WAY ARISE OUT OF THE S.P.D. SERVICES. This includes, without limitation, damages arising out of meeting or communicating with other users of the S.P.D. Services.
You agree as follows:
1. The Agreement is a legal agreement between you and BAAANET IT INC. (the “Company”) that operates S.P.D.. Through S.P.D., the Company provides a service that connects professionals (the Company will be referred to herein as “S.P.D.”).
2. By accessing S.P.D, whether through a mobile device, mobile application or computer (collectively, the “Service” or “Services”) you agree to be bound by the terms and conditions of this Agreement (the “Terms”) whether or not you register with S.P.D.
3. By accessing or registering for the Service, you accept this Agreement and consent to have the Agreement and all notices provided to you in electronic form. To withdraw this consent, you must terminate your account and cease using the Service. Please print a copy of this Agreement for your records. If you do not agree to all of the stated Terms in this Agreement, do not access or register for S.P.D.. These Terms are subject to change by S.P.D. from time to time, such modifications to be effective upon posting by S.P.D. in the Service.
4. You are solely responsible for the information you provide to S.P.D., or transmit to other S.P.D. members or users.
5. You will not transmit to other S.P.D. members, users, or employees, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity).
6. You will use the S.P.D. services in a manner consistent with any and all applicable laws and regulations.
7. You will not engage in advertising to, or solicitation of, other members or users to buy or sell any products or services through S.P.D. You will not transmit any chain letters or “junk” messages to other S.P.D. members or users.
8. You are solely responsible for your interactions with other S.P.D. members or users. You recognize and acknowledge that S.P.D. has no obligation to monitor and/or mediate disputes between you and other members or users.
9. You will defend, indemnify, and hold harmless S.P.D., its officers, directors, employees, agents and third parties, from any losses, costs, liabilities, damages and/or expenses (including reasonable legal fees) relating to or arising out of your use of the Service, including any breach by you of this Agreement or any charges or allegations made by other parties against you. You release us, our officers, directors, shareholders, employees and hosts from any liability or fault regarding any event or occurrence that caused you loss, damages or injury, directly or indirectly and which you may have sustained as a result of using the Service. You agree to release S.P.D. and our officers, directors, shareholders, employees and hosts from any liability and you assume the full responsibility and risk with respect to any person you meet through the Service. S.P.D. encourages you to take extreme precaution when meeting new people in order to ensure your safety and protection. You agree to cooperate as reasonably required in the defence of any claim. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in the event of us assuming exclusive control, you shall remain fully liable for any such claim and related expenses in the defence of the said claim.
10. You acknowledge that S.P.D. does not guarantee that you will improve your job prospects or success through the use of its Service. Furthermore, S.P.D. does not guarantee that the use of its Service will result in any interactions whatsoever.
12. You are solely responsible for your use of the Service. You are responsible for the accessibility of your account through your cellphone, to properly password protect your account (if this function is provided) and to log out of your account when your account is inactive (if that function is provided).
13. You represent and warrant that all information and material provided to S.P.D. for use on the Service is true and accurate. You represent and warrant that you have no criminal record and that you are not currently being criminally prosecuted or accused of any crime.
14. S.P.D. reserves the right to remove any information that it believes to be false, misleading or offensive.
15. You may not use this Service or its contents for any resale or commercial use; any collection and use of any product listings, descriptions, or prices; any derivative use of this Service or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
16. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information including images, text, page layout, or forms that belong to S.P.D., its business partners, their affiliates or any third party, without the prior written consent of S.P.D., its business partners, or such applicable third party.
17. You may not use any tags or any other "hidden text" utilizing the name or trademarks of S.P.D., its business partners, or their third party providers and distributors, without each of their express prior written consents.
18. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered illegal, give rise to civil liability, or otherwise be in violation of any law.
19. S.P.D. reserves the right to refuse service to any person for any reason.
20. The content of this Service is the property of S.P.D.
21. All title, ownership and intellectual property rights, including the rights to copyrights, trademarks, service marks and logos and any other form of intellectual property used on the Service is property of S.P.D. Nothing contained on this Service should be construed as granting, by implication, estoppels or otherwise, any license or right to use any of the intellectual property without the prior written consent of S.P.D.
22. All designs, trademarks, service marks or logos offered by S.P.D. are exclusively owned by S.P.D. You must abide by all copyright notices and restrictions pertaining to this unique service. You are granted access to make personal use of this Service and you are not allowed to download other than page caching, modify, or create a hyperlink to this Service, or any portion of it, except with the express prior written consent of S.P.D.
23. From time to time, S.P.D. may offer products and services for purchase (“in app purchases”) through the App Store℠, Google Play, Paypal, or other application platforms authorized by S.P.D. If you choose to make an in app purchase, you will be prompted to enter details for your account with the mobile platform you are using (e.g., Apple, Android, etc.) (“your IAP Account”), and your IAP
Account will be charged for the in app purchase in accordance with the terms disclosed to you at the time of purchase as well as the general terms for in app purchases that apply to your IAP Account. In app purchases may include a free trial period. Immediately, or at the end of the free trial period if applicable, you will be charged the price of the subscription and will continue to be charged until you cancel your subscription. To avoid any charges, you must cancel before the end of the trial period. If you purchase an auto-recurring periodic subscription through an in app purchase, your IAP Account will be billed continuously for the subscription until you cancel in accordance with the platform terms. In all cases, please refer to the terms of your application platform which apply to your in app purchases.
24. You agree to use the Service in accordance with the following Code of Conduct. If you breach the following Code of Conduct, your use of the Service will be subject to immediate termination, at S.P.D.’s sole and absolute discretion.
a. You are solely responsible for the content or information you publish, display or otherwise communicate in any manner via the Service.
b. You will not use the Service for the purpose of defamatory, inaccurate, harassing, abusive, obscene, profane, offensive, sexually explicit, threatening, racial, illegal or otherwise offensive communication, and you will not use the Service to violate any other person’s proprietary rights, including intellectual property rights.
c. Your interaction with other S.P.D. members or users is at your own risk and you are solely responsible for such interactions.
d. You will use the Service in a manner consistent with any and all applicable municipal, provincial and federal laws.
e. You will provide S.P.D. and other users truthful information.
f. You will create only one unique profile using the S.P.D. service.
g. You will not engage in solicitation of other users for products or services.
h. You will not transmit chain or junk messages to other users.
i. You understand that S.P.D. makes no representations or warranties, regarding the ultimate utility of the Service or your interactions with other members or users of the Service.
j. You will promptly report to S.P.D. any violations of this Code of Conduct by yourself or other members or users of the Service.
25. This Agreement will remain in full force and effect while you use the Service and/or have a S.P.D. account. You may disable your account at any time, for any reason, by following the instructions in “Settings” in the Service. S.P.D. may terminate or suspend your account at any time without notice if S.P.D. believes that you have breached this Agreement, or for any other reason, with or without cause, in its sole discretion. Upon such termination or suspension, you will not be entitled to any refund of unused fees for in app purchases. S.P.D. is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.
26. S.P.D. PROVIDES SERVICES ON AN "AS IS" BASIS AND GRANTS NO WARRANTIES OF ANY KIND, EXPRESSED, OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED. S.P.D. SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. S.P.D. DOES NOT WARRANT THAT YOUR USE OF THE S.P.D. SERVICE WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. S.P.D. DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY.
27. IN NO EVENT WILL S.P.D. BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF PROGRAMS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SERVICE INTERRUPTIONS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF S.P.D. OR ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, S.P.D.'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO S.P.D. FOR THE SERVICE DURING THE TERM OF YOUR USE OF S.P.D.’S SERVICES. S.P.D. DOES NOT SCREEN MEMBERS REGISTERING FOR SERVICES OFFERED BY S.P.D. IN ANY WAY.
S.P.D. WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL, ARISING OUT OF THE USE OF THIS SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF COMMUNICATING AND/OR MEETING WITH OTHER MEMBERS OF THIS SERVICE, OR INTRODUCED TO YOU VIA THIS SERVICE. SUCH DAMAGES INCLUDE, WITHOUT LIMITATION, PHYSICAL DAMAGES, BODILY INJURY AND OR EMOTIONAL DISTRESS AND DISCOMFORT.
28. S.P.D. IS UNABLE TO VERIFY THE INTEGRITY OF STATEMENTS MADE BY MEMBERS AS TO THEIR IDENTITY AND GENERAL BACKGROUND. IT IS YOUR RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION PROVIDED TO YOU BY ANY OTHER S.P.D. USER OR ANY INDIVIDUAL THAT YOU MAY MEET THROUGH THE SERVICE.
29. The Service may contain, and the Service or third parties may provide, advertisements and promotions offered by third parties and links to other web sites or resources. You acknowledge and agree that S.P.D. is not responsible for the availability of such external resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such resources. Your correspondence or business dealings with, or participation in promotions of, third parties found in or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that S.P.D shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.
30. You acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be invalid or unenforceable, it is the intention of the parties that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable.
31. No failure or delay by S.P.D. in exercising any power, right or privilege under this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
32. This Agreement represents the entire agreement between you and S.P.D. regarding the use of our Service and supersedes any other agreement or understanding on the subject matter. This Agreement, your rights and obligations, and all actions contemplated by this Agreement shall be governed by the laws of the Province of Ontario, Canada. As a condition of using the Service, each user agrees that any and all disputes and causes of action arising out of or connected with S.P.D., shall be resolved through arbitration, with such arbitration to be held in Toronto, Ontario, Canada.
33. Additionally, except where prohibited by law, as a condition of using the Service, you agree that any and all disputes and causes of action arising out of or connected to our Service shall be resolved individually, without resort to any form of class action. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or re lated to the use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.
34. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and be enforceable. You may not assign, transfer or sublicense this Agreement without the prior written consent of S.P.D. S.P.D. may assign this Agreement in whole or in part. No agency, partnership, joint venture, or employment is created as a result of this Agreement. Headings are for convenience only and have no legal or contractual effect.