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SCHEDULE A

 

SERVICES AGREEMENT

 

This Schedule A to the Services Agreement (the “Agreement”) describes the terms on which Kelownadeals will provide you with the services described herein (the “Services”).  If you do not agree to be bound by the terms and conditions of the Agreement and this Schedule, then you are not permitted to use the Services available under the domain and subdomains of www.vernondeals.ca (collectively, the “Site”). 

 

Acknowledgement.  You acknowledge that the purpose of the Site is to provide information to the general public.  The information provided on the Site by yourself or other clients of Kelownadeals may include technical, typographical or other errors, or may represent an opinion or judgment, of which Kelownadeals is not responsible.  You further acknowledge and agree that Kelownadeals makes no guarantees, warranties or representations of any kind, implied or expressed, with respect to any of the information found on the Site including without limiting the generality of the foregoing:  the accuracy of the information, content provided by you or others, the accuracy of any business flyers, the accuracy or validity of any coupons, deals or savings and the availability of products.  Any errors in the information contained on the Site or obtained by following links on the Site are the sole responsibility of the party providing such information or such links.  Kelownadeals specifically makes no representations, warranties, covenants or agreements with respect to any information contained on the Site.  Kelownadeals takes no responsibility for any content from any website linked to the Site and specifically does not endorse, approve or claim affiliation with any link contained on the Site. 

 

The use of the Site is at your own risk.  Kelownadeals is not responsible or liable for any losses or damages of any kind, including without limiting the generality of the foregoing: direct, indirect, consequential, special, incidental or punitive damages or any losses that relate directly or indirectly to your ability to access or your inability to access the Site, nor is Kelownadeals responsible for any damage arising from any computer viruses, communication failure, errors, omissions, defects, results based on reliance on the content contained in the Site or any use of the Site whatsoever.

 

Client Eligibility.  By entering into the Agreement you represent and warrant to Kelownadeals that you have the power and capacity to enter into a legally binding contract under any and all applicable legislation.  Any individual under the age of eighteen (18) is prohibited from using the services of Kelownadeals.  Any individual entering into an agreement for the Services on behalf of a corporate entity represents and warrants that such individual has the authority to bind the corporate entity to this Agreement. 

 

Pricing.  The pricing of the Services shown on the Site is for information purposes only.  Pricing information shown on the Site may not be current or accurate.  Kelownadeals reserves the right to change pricing at any time without notification.  You acknowledge and agree that you will be bound by the pricing quoted to you by Kelownadeals at the time that you enter into the Agreement.  You further acknowledge and agree that the pricing excludes any applicable taxes, such as provincial sales tax or federal Goods and Services Tax. 

 

Changes to the Site.  Kelownadeals reserves the right to alter or change the Site at any time and from time to time.  Such changes may include, but are not limited to, the Site esthetics, product specifications or further pricing.  Such changes may be made without notice to you and without Kelownadeals incurring any obligations to you. 

 

Changes to Services.  Any changes that you may wish to make to the services you have requested from Kelownadeals must be made in writing and Kelownadeals reserves the right to take up to five (5) business days to make any such changes. 

 

Payment.  You agree that any fees owing by you to Kelownadeals shall be paid by you through Paypal Credit Processing and that you must have a Paypal Credit Processing account at the time of entering into the Agreement.  You will bound by the payment frequency provisions that you have selected upon entering into the Services Agreement and it is your responsibility to notify Kelownadeals if you wish to discontinue the Services or change your payment frequency.  If no such notice has been received then you will be automatically charged for the Services that you have received.  You acknowledge and agree that it is necessary for Kelownadeals to share any credit card information with Paypal Credit Processing Services as they may require and as such they will have a record within their system of your credit card.  Paypal Credit Processing is responsible for securing this information; however, should any debit to your credit card occur that was not made with your agreement you agree not to hold Kelownadeals responsible. 

 

Listing and Advertising.  Your listings may only include text descriptions, graphics, links, pictures and other content relevant to your business.  You hereby acknowledge and agree that you are solely responsible for informing Kelownadeals as to any errors or omissions in your listing.

 

Your Information.  “Your Information” is defined as any information you provide to us.  You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.  Your Information, or any items you provide to us to list on the Site, and your activities on the Site shall not be:

 

    1. false, inaccurate or misleading;

 

    1. fraudulent or involve the sale of counterfeit or stolen items;

 

    1. infringe on any third party’s copy right, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;

 

    1. violate any law, statute ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, discrimination, obscenity, pornography or false advertising);

 

    1. defamatory, trade libelous, unlawfully threatening or unlawfully harassing;

 

    1. obscene, contain pornography or contain hateful content;

 

    1. contain any viruses, Trojan horses, worms, spyware, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

 

    1. of a nature that may or does create liability for Kelownadeals or cause Kelownadeals to lose (in whole or in part) the services of our ISP provider or other suppliers; or

 

    1. link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement.

 

Furthermore, you may not list any item on the Site that by paying to us any fee, could cause us to violate any applicable law, statute ordinance regulation.

 

Licence.  You hereby grant to Kelownadeals an non-exclusive, worldwide perpetual, irrevocable, royalty free, sublicenceable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information for the purpose of Kelownadeals being able to list Your Information on the Site.  You also waive all moral rights you have in such information. 

 

Access Interference.  You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.  Additionally you agree that you will not:

 

    1. take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure;

 

    1. copy, reproduce, modify, create derivative works from, distribute or publically display any content (except for Your Information) from the Site without the prior express written permission of Kelownadeals and the appropriate third party, as applicable;

 

    1. interfere or attempt to interfere the proper working of the Site or any activities conducted on the Site; or d) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

 

Remedies.  Without limiting any other remedies available to us in law or in equity, we may: limit your activity on the Site, immediately remove your advertisements or listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate the Agreement and refuse to provide our services to you:

 

    1. if you breach this Agreement with the documents it incorporates by reference;

 

    1. if we are unable to verify or authenticate any information you provide to us; or

 

    1. if we believe that your actions may cause financial loss or legal liability for you, our users or Kelownadeals.

 

No Warranty.  Kelownadeals, our subsidiaries, employees, partners, successors, assigns, suppliers, contractors and subcontractors provide the Site and Services to you “as is” and without any representation, warranty or condition expressed, implied or statutory.  All parties specifically disclaim any implied representation, warranties of title, merchantability, merchantable quality, fitness for a particular purpose and non-infringement, and those arising by law or through a course of dealing or usage of trade, unless specifically required by law. 

 

Indemnity.  You agree to indemnify and hold Kelownadeals, our partners, successors, assigns, affiliates, employees, agents, contractors, suppliers and subcontractors harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of the third party. 

 

No Agency.  You and Kelownadeals are independent contractors, and no agency, partnership, joint venture, employee/employer or franchisor/franchisee relationship is intended or created by this Agreement. 

 

No Continuous Service.  Kelownadeals does not guarantee continuous, uninterrupted or secure access to the Site or the Services and the operation of the Site may be interfered with by numerous factors outside of our control. 

 

Governing Law.  This Agreement shall be governed in all respects by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. 

 

Severability.  If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

 

Assignment.  You may only assign the Agreement with the prior written consent of Kelownadeals.  Kelownadeals may assign this Agreement at any time without notice.

 

Privacy and Information Disclosure.  Kelownadeals has established a privacy policy to explain to users how their information is collected and used, which is located on the Site. Your use of the Kelownadeals website or the services signifies acknowledgement of an agreement to our privacy policy.  You further acknowledge and agree that Kelownadeals may, in its sole discretion, preserve or disclose your information, including but not limited to email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal processes; enforce this Agreement; respond to claims that any of your information violates the rights of third parties; respond to claims that contact information of a third party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of Kelownadeals, its users or the general public.