TERMS OF SERVICE
PLEASE NOTE THAT THESE TERMS CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ THESE TERMS CAREFULLY BEFORE ORDERING OR USING THE SERVICES. BY USING OUR WEBSITE AND/OR BY EXECUTING A CONTRACT THAT REFERENCES THESE TERMS, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
BRIDGESTARTER RESERVES THE RIGHT TO ALTER OR UPDATE THESE TERMS, THE WEBSITE, BRIDGESTARTER CONTENT AND/OR THE SERVICES AT ANY TIME WITH OR WITHOUT PRIOR NOTICE INCLUDING, WITHOUT LIMITATION, FEATURES, SPECIFICATIONS, CAPABILITIES, FUNCTIONS, OR OTHER CHARACTERISTICS. BRIDGESTARTER WILL USE ITS REASONABLE ENDEAVOURS TO NOTIFY YOU OF MATERIAL CHANGES TO THESE TERMS VIA THE WEBSITE. HOWEVER, PLEASE ALSO NOTE THAT BRIDGESTARTER MAY STOP PROVIDING ACCESS TO OR ASPECTS OF THE WEBSITE AND/OR SERVICES (OR ANY FEATURES WITHIN THE SERVICES) AND BRIDGESTARTER MAY NOT BE ABLE TO PROVIDE YOU WITH PRIOR NOTICE. BY CONTINUING TO USE THE SERVICES AFTER ANY SUCH CHANGES, YOU AGREE TO BE BOUND BY SUBSEQUENT CHANGES AND ACKNOWLEDGE THAT BRIDGESTARTER SHALL HAVE NO LIABILITY TO YOU AS A RESULT OF ANY SUCH CHANGES. IF YOU DO NOT AGREE WITH ANY CHANGES, YOU MAY TERMINATE THIS AGREEMENT AND CEASE USE OF THE SERVICES.
1. DEFINITIONS & INTERPRETATION.
1.1 The following terms when used in this Agreement have the following meanings:
“Agreement” means together these Terms (as updated from time to time) and any Contract(s) entered into with You.
“Confidential Information” means any and all information disclosed by either party to the other which is marked “confidential” or “proprietary”, or similar designation or which the recipient knows or has reason to know is regarded by the disclosing party as such, including oral information. “Confidential Information” does not include any information that the receiving party can demonstrate by its written records: (a) was known to it prior to its disclosure hereunder by the disclosing party; (b) is or becomes known through no wrongful act of the receiving party; (c) has been rightfully received from a third party without restriction or disclosure and without breach by such third party of a non-disclosure obligation; (d) is independently developed by the receiving party; (e) has been approved for release by the disclosing party’s prior written authorization; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure;
“Contract” means a statement of work and/or other written agreement between You and Bridgestarter or its authorized agents made subject to these Terms and which sets out in more detail the services to be provided to You by Bridgestarter on any specific terms described therein.
“Goods” means any and all materials which are created or owned by You and either listed for sale or intended for sale by You on Kickstarter.
“Fees” means all fees relating to any or all of the Services including, without limitation, all fees set forth in a Contract.
“Bridgestarter Content” means any information, text, graphics, data, profiles, links, or other materials appearing on the Website (collectively referred to as “Bridgestarter Content”)
“Bridgestarter Price List” means a list of prices for each service provided by Bridgestarter; the prices may be updated by Bridgestarter from time to time without warning.
“Licensed Channels” means sales and distribution channels for Goods agreed in a Contract.
“Term” means a 12-month term from the payment of the fixed portion of Fees or such longer period as is agreed in a Contract during which Bridgestarter will provide the Services.
“Territory” unless stated otherwise in a Contract, “Territory” means the country of Canada.
“The Corporation” means the Canadian corporation created as part of the “Services” (See 2.1 below)
“You” and “Your” means the individual, corporation or other entity which (i) is using the Website and/or Services; (ii) has entered into a Contract, and/or (iii) is otherwise entitled by Bridgestarter to use the Services.
1.2 Interpretation. In the event of any conflict between or among any Contract(s) executed by both You and Bridgestarter and these Terms, the most recent Contract shall control to the extent of such conflict and all other terms and conditions of each shall continue to remain in full force and effect.
2. SERVICE TERMS.
2.1 Service Overview. Bridgestarter Crowdfunding Solutions Corp. and its affiliates (together “Bridgestarter”), provide value-added professional services (“Services”). These Terms govern the use of these Services which You order from Bridgestarter by entering into a Contract. Provided You comply at all times with all terms and conditions of this Agreement, Bridgestarter will during the Term specified in the Contract(s) carry out the Services.
2.3 Service Types. The services include but are not limited to the following:
Launch Services. Bridgestarter will create a Canadian corporation (“The Corporation”), the name of which you will choose. The Corporation will have a dual share structure: “A-Shares” are voting shares carrying no economic interest and “B-Shares” have economic interest (i.e. receive dividends) but carry no voting rights. Bridgestarter owns the A-Shares, conferring control of the company. You will own 100% of the B-Shares, entitling you to 100% of the firm’s assets. It is through this corporation that projects can be launched on Kickstarter. A unique “@imaginationunleashed.ca” email address will also be created for You. This email address will be used by You for all email communications between You and Bridgestarter and for all email communications between You and Kickstarter. Bridgestarter must have access to the email account at all times so that the success or failure of a Kickstarter project can be ascertained independently and communications with Kickstarter can be monitored. For this reason, unless absolutely necessary (i.e. the email account has been compromised by a hacker), the login details for the account must not be changed (including password). Bridgestarter will then open a bank account at a Canadian financial institution in The Corporation’s name and administer the account. This means that Bridgestarter will place one of its agents on record with the Canadian financial institution as the account’s signing authority and be responsible for opening and closing the account; paying any expenses relating to the account or The Corporation using the funds in the account, and transferring monies into and out of the account for the purposes of supporting Your Kickstarter project (eg. remitting monies raised through Your Kickstarter campaign to you, the government or other third parties). Once these elements are setup, Bridgestarter will create a Kickstarter account in The Corporation’s name and create three untitled projects in that account to be used by You to launch Your Kickstarter campaign. Bridgestarter will ensure that the untitled project has been “verified,” meaning that a Canadian citizen has provided credentials backing the project and that The Corporation’s bank account has been linked to the Kickstarter account. With these things completed the project will be ready for You to add your project details (i.e. project description, video, description of rewards, which are referred to as “Goods” in this agreement, etc.) and then submit to Kickstarter for approval. Finally, Bridgestarter will complete all Canadian tax and other Canadian government filings for the Canadian corporation. At the conclusion of the Term, Bridgestarter will also dissolve the corporation and close the Canadian corporation’s bank account. Any monies in the bank account arising from Kickstarter project activities owed to You or other parties will be paid out accordingly. NOTE: The Corporation and its associated bank account can only be used in connection with one or more Kickstarter campaigns. Should monies be deposited into the account that arise from other activities, Bridgestarter will immediately close the account, dissolve The Corporation and turn the funds over to Canadian law enforcement. Bridgestarter will take similar action if it has reason to suspect that funds raised through a crowdfunding initiative are in support of criminal activity (i.e. money laundering). For this reason, Bridgestarter reserves the right to conduct background research into You at any time following acceptance of these Terms and payment of the fixed portion of Fees.
Getting Started: To register for Launch Services, You will be required to fill out an online form and submit it to Bridgestarter. The form will require You to provide your full name, complete mailing address, email address, and three names in order of preference that you would like for The Corporation that will be created as part of this service for the purpose of launching Your Kickstarter project(s). The email address you provide should be Your primary email address which is secure and which You access regularly. Bridgestarter uses your email address as a method of communicating sensitive information. Bridgestarter will keep all registration information in its databases for management and verification purposes. After filling out the form you must agree to these Terms and pay the registration fee (i.e. the fixed portion of Fees) on the Bridgestarter Price List for the Term. Bridgestarter will then send You an email confirmation that will include details of fees paid, taxes charged and the date of registration, which will be the commencement date for the Term. Within 48 hrs of receiving a completed form from You and the registration fee, Bridgestarter will setup Your unique “@imaginationunleashed.ca” email address that will be used for all email communications between You and Bridgestarter and You and Kickstarter. Next, within two weeks, Bridgestarter will set up The Corporation using one of the names provided by You. Both the time to setup The Corporation and the name used will be subject to Corporations Canada regulations, guidelines and processing constraints. If for some reason The Corporation cannot be setup (i.e. denial by Corporations Canada), Bridgestarter will refund your fixed registration fees, net of any expenses incurred in the setup process. Once The Corporation has been created, within 5 business days, Bridgestarter will open a bank account at a Canadian financial institution in The Corporation’s name. Finally, within 48 hours of opening the bank account, Bridgestarter will create an account on Kickstarter for The Corporation and three projects in that account that are ready for you to update with your project details (eg. project description, video, etc.) and submit to Kickstarter for approval.
Successful Kickstarter Campaign: When your campaign is successful in achieving or exceeding its funding target, you will receive a notice from Kickstarter advising of your success and the amount of funds to be transferred to The Corporation’s bank account (note: Kickstarter advises that transfers take up to 14 business days to process). You will forward the message to Bridgestarter using your @imaginationunleashed.ca email address. Bridgestarter will then monitor The Corporation’s bank account for the transfer. Once the funds have arrived in The Corporation’s bank account, on behalf of The Corporation, Bridgestarter will then issue a Purchase Order (PO) to you for the rewards sold to Kickstarter Supporters. As you and The Corporation are related parties, the purchase price of the goods and services will be set in accordance with Canada Revenue Agency’s guidelines on “International Transfer Pricing,” which is found at www.cra-arc.gc.ca. Bridgestarter will advise on the application of these rules. In addition to the goods and services, the PO will also include a line item for “Campaign Management”. This is where The Corporation will pay you for your campaign management efforts. Depending on the extent of the services provided, the item will represent between 0% and 45% of the funds raised, in line with crowdfunding PR services that operate on a success basis. After accounting for the PO, fees paid to Kickstarter, the payment processor and Bridgestarter, any remaining after-tax profits will be paid to you as dividends. This means that, at the end of the transaction, The Corporation will have ZERO cash. All cash will have been paid to you after paying fees to Kickstarter, the payment processor, Bridgestarter and any taxes.
Bridgestarter will send the PO to Your “@imaginationunleashed.ca” email address. Once you receive this PO, You will return an Invoice for the Goods included in the PO and at the prices shown in the PO. You will provide the following information on the invoice in order for the wire transfer to be processed: full name of bank account holder, address of account holder, Swift code, bank address, account number. Additional details may be requested, as necessary. In its role as Treasurer for The Corporation, Bridgestarter will issue payment to You via wire transfer from The Corporation’s bank account.
Expiry of Term: At the expiry of the Term, Bridgestarter will close the bank account associated with The Corporation. Any monies owed to You arising from Kickstarter activities will be paid to You, net of fees (eg. Bridgestarter and banking fees) Bridgestarter will also complete all government and regulatory filings for The Corporation, including taxes, and dissolve The Corporation. Should your Kickstarter project extend beyond the Term or should You wish to continue Kickstarter activities (i.e. launch another project that will operate beyond the Term), You may extend the Term in increments of 12-months through the payment of Fees as outlined below (see “Extension of Launch Services”).
Extension of Launch Services: Any time in the 3-months before the end of the Term, a 12-month extension of the Term can be purchased. You will be required to fill out an online form and send it to Bridgestarter. The form will require You to provide Your unique “@imaginationunleashed.ca” email address that was provided when services were initially ordered (see “Getting Started” above). After filling out the form You must, again, agree to these Terms and pay the extension fee indicated on Bridgestarter’s Price List for the Term. Bridgestarter will then send You an email confirmation that will include details of fees paid, taxes charged and the new date of registration, which will be the commencement date for the Term.
Closing the Account/End of Service: At the end of the Term, Bridgestarter will dissolve The Corporation, close its bank account and both complete and submit any outstanding government filings (i.e. taxes). Any cash balances in The Corporation’s bank account arising from activities on Kickstarter still owed to You will be transferred to You as described above (see “Successful Kickstarter Campaign”), less any fees. Any monies in the account arising from other activities will be turned over to Canadian law enforcement.
2.4 Your Responsibilities. In addition to any responsibilities set out in a Contract, in using the Services You will be responsible for the following:
a) Accurate Information. You are responsible for providing and keeping up to date your contact information with Bridgestarter. At any time, Bridgestarter may carry out an authentication process to verify that a request legitimately comes from You. Your contact information may be used as part of this process. You acknowledge that Bridgestarter will have no responsibility or liability for information, payments or materials which do not reach You due to Your incorrect provision of required information (including not using Your “@imaginationunleashed.ca” email address for email communications with Bridgestarter) and/or any wrong information to Bridgestarter. If funds are dependent on third party sources (eg. individual funders of projects on Kickstarter) You acknowledge and agree that Bridgestarter cannot guarantee such funding and that such funding is subject to the terms and conditions provided by the relevant service providers (eg. Kickstarter).
b) Goods. You are solely responsible for creating any Goods for distribution (eg. rewards for Kickstarter supporters) and for all requirements arising out of or in connection with the Goods including, without limitation, ensuring that the Goods meet any legal requirements and do not violate any third party rights. This means that you are responsible for obtaining all necessary licenses, permissions and consents required to enable all material comprising the Goods if they are to be made available through the Services. You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the content of any Goods. For greater certainty, under no circumstances will Bridgestarter be liable in any way to any third party for the Goods including, but not limited to, for any errors or omissions in Goods ordered by third parties, or for any loss or damage of any kind incurred as a result of the use of Goods delivered, emailed or otherwise transmitted via the Services.
c) Sales Channels & Marketing. You are responsible for promoting the Goods and interacting directly with customers, whether through your own website or through third party sites which will include without limitation, micro-financing sites such as Kickstarter.
d) Restrictions on Use of the Services. You shall not (a) use, or permit the use of, the Services for an illegal purpose, criminal offence, intellectual property infringement; (b) resell, remarket, transfer or share the Services or receive any charge or other benefit for the use of the Services; attempt to bypass Bridgestarter’s network, or re-arrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (c) remove any proprietary notices, labels, or marks from the Bridgestarter Content or modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to You. Notwithstanding the generality of the foregoing, if Your use of the Services is specified or restricted in a Contract (including a confirmation email), that use is the only use You are to make of the Services unless otherwise agreed with Bridgestarter.
e) Compliance. You shall adhere to all applicable state, federal, provincial, local and international laws and treaties in all jurisdictions in which You use the Services, including, without limitation, all end-user, end-use and destination restrictions issued by Canadian, U.S. and other governments.
3. PAYMENT TERMS.
3.1 Fees. In consideration of Your rights in and to the Services, You shall timely pay Bridgestarter in the currency indicated in the Contract the amounts indicated therein. In the event that a Contract is terminated prior to the end of the Term for any reason other than an uncured material breach by Bridgestarter, all committed fees for the Term shall become immediately due and owing in full.
3.1.1 Fixed Fees – Charged at the time when You place an order to receive the Services. These fees cover the cost of setup (i.e. incorporating the Canadian corporation).
3.1.2 Variable Fees – These fees are charged to The Corporation and cover costs relating to fund transfers and Treasury services provided by Bridgestarter.
3.2 Payments & Money Transfers. Payment of Fees are carried out through PayPal or another payment processor. It is Your responsibility to verify that the payment processor’s services are available in Your jurisdiction. All remittances of funds are carried out through wire transfer. It is up to you to provide the correct wire transfer details.
3.3 Taxes. You are solely responsible for all applicable sales, use, import or export taxes, duties, fees, value-added taxes, surcharges, tariffs or other amounts attributable to the distribution of Goods under the Contract(s).
3.4 Late Fees. Fees not paid when due shall be subject to a late fee equal to the lesser of one and one half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law. Bridgestarter may, with or without notice, suspend or terminate access to the Services if You are more than thirty (30) days delinquent in paying any portion of the Fees.
3.5 Expenses. Bridgestarter reserves the unrestricted right to charge You such reasonable sum for costs incurred by Bridgestarter in the implementation and operation of the Services not contemplated or provided for in this Agreement; and for increases in any third party or affiliate service charges upon giving thirty (30) days prior written notice.
4. PROPRIETARY TERMS
4.1 Confidentiality. Neither party shall use any Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information. Notwithstanding the foregoing provisions in this Section 4.1, the parties may make disclosures of Confidential Information: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement; (v) in confidence, to auditors, accountants and their advisors; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure. For greater certainty, nothing in this Section 4.1 will diminish a receiving party’s obligations under this Agreement to comply with applicable privacy and personal information protection laws.
4.2 Bridgestarter Intellectual Property. Bridgestarter and its suppliers and licensors own all right, title and interest in and to the Website, the Bridgestarter Content and the Services (excluding any Goods or other IP provided by You) including associated intellectual property rights under copyright, trade secret, patent, trademark and/or other applicable domestic and international laws. As between You and Bridgestarter, any and all trademarks that Bridgestarter uses in connection with the Services are owned by Bridgestarter and any goodwill associated with the use of such marks shall inure to the benefit of Bridgestarter. In no event shall the Services be deemed sold or assigned to You. Any and all rights not expressly granted by Bridgestarter are reserved to Bridgestarter and its suppliers and licensors.
4.3 Feedback. Bridgestarter is not required to accept unsolicited feedback. If You provide any feedback to Bridgestarter, Bridgestarter shall have and own all rights to freely use in and to such feedback including to create and any derivative technologies and compilations based on or developed through or by using such feedback. You acknowledge and agree that (a) Bridgestarter is not subject to any confidentiality obligations in respect to the feedback, (b) the feedback is not Confidential Information or proprietary information of You or any third party and You have all of the necessary rights to disclose the feedback to Bridgestarter, (c) Bridgestarter (including all of its successors and assigns and any successors and assigns) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize feedback, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Bridgestarter or any of the other users of the Website and/or Services in respect of the feedback.
4.4 Your IP. To the extent required to provide the Services, You hereby grant Bridgestarter the right to use any trademarks, trade names, logos, designs, slogans or other names or marks used by You (whether registered or otherwise). Bridgestarter will comply with any use guidelines You indicate to Bridgestarter in connection with Bridgestarter’s use of Your trademarks.
4.5 Reservation of Rights. Except for the limited rights set forth in the Agreement, this Agreement does not convey or transfer to either party any ownership, right, title or license, express or implied, in or to any of the other party’s intellectual property rights (including, without limitation, all patents, copyrights, trademarks, trade secrets and other rights in intangibles, and all applications, renewals, extensions and other expressions of any of the foregoing). Each party reserve all rights in and to its intellectual property not expressly granted to the other party.
5. RISK ALLOCATION TERMS
5.1 Disclaimer of Warranties. BRIDGESTARTER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY FOR YOUR PURPOSES OF THE SERVICES OR BRIDGESTARTER CONTENT, THAT THE USE OF THE SERVICES SHALL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES SHALL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. THE SERVICES AND ANY BRIDGESTARTER CONTENT ARE PROVIDED “AS IS” AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS AND BRIDGESTARTER IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, MISDELIVERY, UNTIMELY DELIVERY, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND BRIDGESTARTER’S REASONABLE CONTROL. YOU UNDERSTAND AND AGREE THAT ANY CONTENT OR OTHER 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 DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH CONTENT OR OTHER MATERIAL.
5.2 Indemnification. You shall defend, indemnify and hold harmless Bridgestarter and its suppliers, licensors, partners, and resellers and their respective officers, employees, licensors, agents, and affiliates, and all successors in interest to the foregoing, from and against any and all third party claims, damages, costs and expenses (including reasonable attorneys’ fees and litigation expenses) relating to, arising out of, or in connection with the Goods and/or Your use (which includes use by Your employees, agents, customers, and users) of the Services otherwise than permitted herein.
5.3 LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL BRIDGESTARTER OR ITS SUPPLIERS, RESELLERS, PARTNERS, OR LICENSORS OR ANY OF THEIR SUCCESSORS IN INTEREST BE LIABLE TO YOU OR ANY THIRD PARTY BASED ON YOUR OR THAT THIRD PARTY’S USE OR MISUSE OF AND/OR RELIANCE ON THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRIDGESTARTER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES EVEN IF BRIDGESTARTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR EXCLUSIVE REMEDY AND BRIDGESTARTER’S TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THE SERVICES, THE CONTRACT(S) AND/OR THESE TERMS FOR ANY REASON SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY YOU FOR USE OF THE SERVICES UP TO A MAXIMUM OF THE FULL SUM YOU PAID TO BRIDGESTARTER FOR USE OF THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.
SOME JURISDICTIONS, TO THE EXTENT THEIR LAW MIGHT BE DEEMED TO APPLY NOTWITHSTANDING THE SELECTION OF ONTARIO LAW AS DESCRIBED BELOW, DO NOT ALLOW LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
6. GENERAL TERMS
6.1 Term and Termination. This Agreement will expire automatically at the end of the Term unless terminated sooner in accordance with this Section 6. You may terminate this Agreement by notifying Bridgestarter in writing (including by email) at any time by providing thirty (30) days prior notice. Upon the termination of the Agreement for any reason, You shall immediately discontinue all use of the Services and Bridgestarter is not obligated to provide you with any further services but will return any Goods or other materials owed to You or owned by You in Bridgestarter’s possession. Each party shall return any Confidential Information of the other party on termination. You may suspend or terminate a Contract if Bridgestarter materially breaches a term or condition of the Contract and such breach has not been cured within twenty (20) days of written notice by providing Bridgestarter with written notice of such suspension or termination, provided however that all Fees that were incurred prior to the date of termination shall be immediately due and payable upon termination. Bridgestarter may in its sole discretion terminate or suspend performance of the Services: (a) should You fail to comply with a term or condition of the Agreement ; (b) based on any conduct that Bridgestarter believes is or may be directly or indirectly harmful to other users, to Bridgestarter or its suppliers (including their respective systems and/or the Services); (c) based on any conduct that Bridgestarter reasonably believes may be a violation of law, third party rights, or repeated breaches thereof; and/or (d) in the event of any legal restriction imposed on You, Bridgestarter, and/or its suppliers with respect to provision of the Services. Bridgestarter’s right to suspend or terminate Services as set forth in this Section shall not absolve You of any payment or indemnification obligations described herein or diminish any other remedy available to Bridgestarter or its partners/suppliers/resellers.
6.2 Effect of Termination. All terms and conditions set forth herein that should by their nature survive termination (including without limitation all provisions relating to payment, intellectual property, ownership, and indemnification) in order to be given full effect shall continue in full force and effect after any expiration or termination of the Contract(s).
6.3 Publicity and Marketing. Neither You nor Bridgestarter will issue any press releases or make public statements relating to any purchase order, order form, or similar contract between You and Bridgestarter nor the relationship between You and Bridgestarter without the other party’s prior written approval, which shall not be unreasonably withheld. However, Bridgestarter shall be permitted to list You as a customer and use Your standard logo for Bridgestarter’s promotional and marketing use (this includes posting on bridgestarter.com and social media including facebook, twitter and others).
6.4 Governing Law; Dispute Resolution. You understand and agree that this Agreement shall be governed by the laws of the Province of Ontario, without regard to conflict of law provisions. If a dispute does arise between You and Bridgestarter, Bridgestarter’s goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, any action, claim or controversy at law or equity (a “Claim”) that arises out of Your use of the Website, the Bridgestarter Content or the Services, under the Agreement or the parties’ relationship in will be resolved in accordance with this section of the Terms. Before resorting to litigation, we strongly encourage You to first contact us directly to seek a resolution, since most customer concerns can be resolved quickly and satisfactorily in this manner. All Claims You bring against Bridgestarter must be brought in the courts of the Province of Ontario, Canada courts and each party irrevocably submits to such exclusive jurisdiction and venue.
6.5 Subcontractors. Bridgestarter may subcontract the performance of the Services, or any part thereof.
6.6 No Third Party Beneficiaries; Enurement. There are no third party beneficiaries to this Agreement. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
6.7 Further Assurances. Each party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.
6.8 Severability. If any provision of this Agreement is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.
6.9 Waivers. All waivers must be made in writing and the failure of either party to enforce any right or provision in a Contract or in these Terms shall not constitute a waiver of such right or provision. Any waiver on one occasion shall not imply or constitute a waiver on any other occasion.
6.10 Force Majeure. Bridgestarter shall not be responsible for any failure to perform, or delay in performing any of its obligations under this Agreement to the extent that such a failure or delay results from force majeure causes beyond its control, such as acts of God or of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes, civil commotion, unavailability due to third party providers or the like.
6.11 Assignments & Transfers. You may not transfer or assign these Terms or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Bridgestarter and any such assignment shall be null and void from the beginning. These Terms shall inure to the benefit of and be binding upon Bridgestarter’s or Your respective permitted successors and assigns.
If You have any questions about these Terms or if You wish to provide any feedback with respect to the Services, please contact us at: firstname.lastname@example.org.
Bridgestarter Crowdfunding Solutions Corp. © 2015
Last Updated: May 2015