Terms of Service

Effective on October 4, 2021

These Terms of Service (“TOS”) are between you (i.e., the end-user) (“you” or “Customer”) and GREAT IDEAZ ON DEMAND INC. (“Great Ideaz”).

These TOS apply with respect your use of Great Ideaz’s Services, including the Website (as defined below), and your purchase and payment for Great Ideaz’s trellispark Software (as defined below), and they incorporate by this reference, and are to be read in conjunction with, the various software license addenda available at greatideaz.com/license that are applicable to the Great Ideaz trellispark Software you use, as such Software License Addenda may be amended from time-to-time (each, a “Software License Addendum”). In the event of a conflict between these TOS and an applicable Software License Addendum, the Software License Addendum controls. Each Software License Addendum is incorporated into these TOS.

If you have any questions relating to these TOS, please contact Great Ideaz by e-mail at contract@greatideaz.com.

PLEASE READ THESE ENTIRE TOS CAREFULLY BEFORE ACCESSING, USING OR DOWNLOADING ANY OF THE SERVICES OR SOFTWARE. THE TOS CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CERTAIN EXCLUSIONS AND LIMITATIONS ON THOSE RIGHTS, INCLUDING THE FOLLOWING:

  • DISCLAIMERS
  • LIABILITY LIMITATIONS AND LIABILITY EXCLUSIONS
  • AN INDEMNITY FROM YOU
  • A FORUM SELECTION CLAUSE
  • A WAIVER OF CLASS ACTION DISPUTES CLAUSE

THE SOFTWARE LICENSE ADDENDUMS ALSO CONTAIN ADDITIONAL IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO USE OF THE SOFTWARE.

THESE TOS ARE EFFECTIVE UPON ACCEPTANCE. WHEN YOU REGISTER FOR AN ACCOUNT WITH GREAT IDEAZ YOU ACCEPT THESE TOS BY EXPRESSLY ACKNOWLEDGING (BY CLICKING OR CHECKING AN “I ACCEPT” OR EQUIVALENT BUTTON OR CHECKBOX) THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THESE TOS. IF YOU DO NOT REGISTER FOR AN ACCOUNT, THESE TOS ARE EFFECTIVE THROUGH USE OF THE SERVICES OR BY DOWLOADING THE SOFTWARE.

IF YOU ARE AGREEING TO THESE TOS ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT TO GREAT IDEAZ THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THESE TOS.

IF YOU DO NOT AGREE TO BE BOUND BY ANY PART OF THESE TOS, OR DO NOT HAVE THE AUTHORITY DESCRIBED IN THE PREVIOUS PARAGRAPH, DO NOT CHECK OR CLICK THE APPROPRIATE ACCEPTANCE BOX AND DO NOT ACCESS OR USE ANY OF THE SERVICES OR SOFTWARE.

1 BACKGROUND

Great Ideaz makes available its website, currently available at https://greatideaz.com (as such domain may be updated from time-to-time), all related webpages, portals, API integrations, subdomains, widgets, functionality and features, and all associated digital tools services and support services (including “Support” (as defined below)), all Great Ideaz Content, in each case made accessible by Great Ideaz via such website (such website and all portions thereof, the “Website”, and collectively with all such services and Great Ideaz Content, the “Services”). Great Ideaz also makes available for download via its website its trellispark software, including all updates to such software (the “Software”). The Software License Addendum contain additional terms and conditions regarding your use of the Software. “Support” means Great Ideaz’ standard support for the Software, as described and available at greatideaz.com/pricing.

As part the Services, Great Ideaz may make available to you and your Users (if any) certain text, information, materials, data, video, graphics, pictures, music, logos, marks, designs, hyperlinks, embedded links, URLs, and other types of content (“Great Ideaz Content”). The Services may also offer you and your Users (if any) the occasion to upload, submit, post, display, transmit or otherwise make available on or via the Services certain text, information, materials, data, video, graphics, pictures, music, logos, marks, designs, hyperlinks, embedded links, URLs, and other types of content (“your Content”). “User” means those employees and independent contractors authorized by you in accordance with these TOS or the applicable Software License Addendum(s) to access and use the Services and/or Software in accordance with these TOS and the applicable Software License Addendum(s).

2 YOUR AGE AND ELIGIBILITY

The Services and Software ARE not intended for persons under the age of 18 and no person under the age of 18 may access or use the Services or Software. If you use the Services or Software, then you represent and warrant to Great Ideaz that you are at least 18 years of age.

3 PRIVACY

In order to operate and make available the Services and Software, Great Ideaz collects, uses, and discloses certain personal information about you and, if applicable, your Users. Great Ideaz collects, uses, discloses and protects that information as described in Great Ideaz’s Privacy Policy, which you can find at greatideaz.com/PrivacyPolicy, and which is hereby incorporated into and forms a part of these TOS. Privacy is important to Great Ideaz and Great Ideaz’s Privacy Policy explains how Great Ideaz collects, uses, discloses, and protects personal information.

4 ACCOUNTS

  1. To use certain features of the Services and download the Software, you and your Users must set-up an account with Great Ideaz (an “Account”) by providing an e-mail address and creating a password (“Login Methods”) via the Services.
  2. By registering an Account you represent, warrant and covenant to Great Ideaz that you and your Users: (i) meet the criteria in Section 2 above; (ii) will provide Great Ideaz with true, accurate, current and complete information; (iii) will maintain and promptly update the information you provide to Great Ideaz; and (iv) will not enter any irrelevant data into any form or data entry field other than the data requested by Great Ideaz for such field.
  3. Great Ideaz reserves the right to reject any registration in Great Ideaz’s sole discretion. In addition, in the event that you provide, or Great Ideaz reasonably suspects that you have provided, any information that is untrue, inaccurate, not current or incomplete, then Great Ideaz has the right to suspend or terminate your or your User’s Account(s) and refuse any and all current or future use of the Services and/or Software.
  4. Great Ideaz may issue you one or more administrator accounts that provides you with the capability to create Accounts for Users that you wish to have access to and use of the Services (each administrator account will also be considered an “Account” and each administrator will also be considered a “User” under these TOS). You will ensure that your Users only use the Services through your Accounts. You will not allow any User to share their Account with any other person. You will promptly notify Great Ideaz of any actual or suspected unauthorized use of the Services. Great Ideaz reserves the right to suspend, deactivate, or replace any Account if it determines that Account may have been used for an unauthorized purpose.

5 LOGIN METHODS; USERS

  1. Login Methods are solely for your and your User’s use.
  2. You are solely responsible for (i) the confidentiality and security of your and your User’s Login Methods; and (ii) all activities that occur under your and your User’s Login Methods or Accounts. You shall be fully responsible for all activities occurring through the use of your and your User’s Accounts or Login Methods and any transactions completed through Login Methods will be deemed to have been lawfully completed by you or your User.
  3. Great Ideaz is not obligated to inquire as to the authority or propriety of any use of, or action taken under, any of your Login Methods Account. Great Ideaz is not responsible or liable for any loss to you that arises from any use of your or your User’s Accounts or Login Methods.

6 LIMITED USE; RESERVATION OF RIGHTS

  1. Great Ideaz hereby makes available to you for your (and, if applicable, your Users’ use) use: (i) the online portion(s) of the Services available to non-Account registrants; and (ii) if have set-up an Account in accordance with Section 4, the online portion(s) of the Services available to Account registrants.
  2. If you download and/or use Software, your and your Users’ use of the Software will be subject to the terms and conditions of the applicable Software License Addendum.
  3. In order to benefit from Section 6(a), YOU MUST: (i) comply with these TOS; (ii) comply with any other rules, procedures, policies, terms or conditions that govern all or any portion of the Services; and (iii) comply with any additional requirements, restrictions or limitations provided by Great Ideaz or any applicable third-party.
  4. Great Ideaz expressly reserves all rights not expressly granted in these TOS.

7 THIRD-PARTY TOOLS

  1. You acknowledge and agree that the Services or Software may interoperate with third-party tools, software applications, services, data, information, content, materials, and infrastructure that are procured by Great Ideaz and that are used in conjunction with making available the Services or Software (“Third-Party Tools”). The Services or Software may be highly dependent on such Third-Party Tools. Great Ideaz does not warrant or support Third-Party Tools, and Great Ideaz is not liable for any Third-Party Tools.

8 ACCEPTABLE USE

  1. None of your Content or Feedback (as defined below) will: (i) infringe, misappropriate or violate any third-party’s patent, copyright, trademark, trade secret, moral right or other intellectual property or proprietary right, or right of publicity, privacy or confidentiality; (ii) violate, or encourages any conduct that would violate, any applicable law, rule or regulation or would give rise to civil or statutory liability; (iii) promote or contain illegal or harmful activities or substances, such as hazardous substances; (iv) be fraudulent, false, misleading or deceptive; (v) be defamatory, libelous, obscene, pornographic, vulgar or offensive; (vi) be violent, unsafe or threatening, or promote discrimination, bigotry, racism, hatred, abuse, offense, violence, harassment or harm against any individual or actions that are any of the foregoing or; or (vii) contain any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data.
  2. You may not do, or attempt to do, or permit any third-party or any User to do, any of the following: (i) use the Services or Software for any purpose that is illegal, unsafe, or fraudulent or that infringes on any third-party rights; (ii) violate, remove, modify or obscure any copyright notices, trademark notices, or other proprietary notices or legends that are on or in any of the Services or Software; (iii) use any Great Ideaz name, trademark, logo or other proprietary marker, or the layout and design of any page or form contained on a page, without Great Ideaz’s express written consent; (iv) exploit, use, make available, rent, lend, sell, frame, mirror, perform, display, broadcast, publish, exhibit, transmit, distribute, license, modify, delete, copy, download, post, create adaptations or derivative works of any of the Services or Software; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Great Ideaz Content transmitted through the Services, or to otherwise to send altered, deceptive or false source-identifying information; (vi) take any action that imposes, or may impose (in Great Ideaz’s discretion) an unreasonable or disproportionately large load on, or otherwise disrupts, restricts, inhibits or impedes Great Ideaz’s or the Services’ infrastructure; (vii) interfere or attempt to interfere with the proper working of, or any activities conducted on or in the Services or Software; (viii) replicate the “look and feel” of the Services or Software; (ix) use any of the Services or Software to build or join a product or service that competes with the Services or Software; (x) decompose, decompile, reverse engineer, disassemble, or otherwise attempt to gain access to the source code of the Services or Software; (xi) violate, or attempt to violate, the security of the Services or Software in any way through any means or device (e.g. spamming, hacking, crashing, uploading viruses or time bombs); or (xii) systematically retrieve data or other content from the Services or Software to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory, whether by manual methods, through the use of bots, scrapers, crawlers, or spiders, or otherwise.
  3. If you breach this Section 8, Great Ideaz may take whatever steps Great Ideaz deems necessary to protect the Services, Great Ideaz, Great Ideaz’s suppliers, and its and their infrastructure, including suspending your use of the Services or terminating your Account.

9 LICENSE TO YOUR CONTENT & FEEDBACK

  1. You grant to Great Ideaz a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit your Content to provide the Services. Great Ideaz may collect and analyze data and other information relating to the provision, use and performance of the Services and Software and related systems and technologies (including, without limitation, information concerning your Content and data derived therefrom), and during and after the term of these TOS, Great Ideaz may: (i) use such data and information to improve and enhance the Services and Software and for other development, diagnostic and corrective purposes in connection with the Services, Software and other Great Ideaz offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business.
  2. If you submit ideas, suggestions, commentary or feedback to Great Ideaz regarding the Services or Software (or any other product or service offered by Great Ideaz) (collectively, “Feedback“), through any means whatsoever, then you agree that Great Ideaz is and shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

10 RESPONSIBILITY FOR CONTENT

  1. UNDER NO CIRCUMSTANCES WILL Great Ideaz BE LIABLE IN ANY WAY FOR ANY Great Ideaz CONTENT OR USER CONTENT.
  2. You are solely responsible for all of your Content.
  3. Great Ideaz: (i) stores your Content at your direction and request; (ii) acts as a passive conduit and/or host for the uploading, storage and distribution of your Content; (iii) cannot and does not review your Content; and (iv) does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Great Ideaz Content or your Content.
  4. Great Ideaz may, but does not undertake or assume any duty to, monitor the Services for content that is inappropriate, that does or might infringe any third-party rights, or has otherwise been uploaded in breach of these TOS or any applicable law, rule or regulation.
  5. You understand that by using the Services, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, that have been mislabeled or are otherwise deceptive.

11 SOFTWARE LICENSING PLANS, PRICING AND PAYMENT

  1. Current license and subscription models, plans and pricing for Software can be found at greatideaz.com/pricing.
  2. If you choose to purchase a Software license or subscription, then you agree to the pricing and to pay the fees as quoted to you when you made such purchase. Your use of such Software will be subject to the applicable Software License Addendum. All fees are non-refundable.
  3. If fees or pricing applicable to you changes, then Great Ideaz will provide you with at least 30 days’ notice. Your continued use of the Services after the change indicates Your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs
  4. Subscriptions/licenses are for the initial term (e.g. 1-year, 2-years, etc.) you select at the time of purchase. NOTE: You may not cancel or reduce the number of authorized Users, or downgrade your subscription/license plan, until such renewal date.
  5. Although great care is taken in the production of the Services and description of the Services and Software, typographical, illustrative, or pricing errors may occur. Great Ideaz reserves the right to correct errors at any time.
  6. All prices are quoted and are payable in Canadian Dollars and, unless otherwise stated, are quoted before GST, PST, QST, HST or other applicable taxes, which will be added on top of the quoted price, but itemized separately. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
  7. If You purchase a Software license or subscription, then you must provide Great Ideaz with current, complete, and accurate billing information. You authorize Great Ideaz to charge your provided payment method for the Software you have selected and for any other paid feature(s) that you choose. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your selections.
  8. All payments are processed by Great Ideaz’s third-party payment provider, currently Stripe. Stripe’s payment services are governed by its applicable services agreement. Such terms, and not these TOS, govern such payment processing. Great Ideaz has no liability arising from your use of Great Ideaz’s third-party payment providers, or for any arrears therefrom. You acknowledge and agree that such third parties may apply a fee for such payment services, which may change without notice from time to time, subject to the terms and conditions set out by such processor.
  9. If there are chargebacks, then Great Ideaz may charge You for any related fees, collection fees, convenience fees, or other third-party charges.
  10. Great Ideaz may bill in advance, at the time of purchase, or shortly after purchase. In addition, Software licenses and subscriptions may be billed on a recurring basis. To the extent Great Ideaz has not received your payment, in order to bring your account up to date, Great Ideaz may bill you simultaneously for both past due and current amounts.

12 GENERAL DISCLAIMERS

  1. THE SERVICES AND SOFTWARE, AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY GREAT IDEAZ TO CUSTOMER, AND ANY THIRD-PARTY TOOLS, ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
  2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GREAT IDEAZ HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, GREAT IDEAZ EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY GREAT IDEAZ CONTENT PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES, THIRD-PARTY TOOLS OR SOFTWARE (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.

13 LIMITS AND EXCLUSIONS OF LIABILITY

  1. THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL Great Ideaz BE LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR IN CONNECTION WITH THESE TOS: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHERWISE); (III) BUSINESS INTERRUPTION; OR (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR GOODS.
  2. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Great Ideaz IN CONNECTION WITH OR UNDER THESE TOS EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THESE TOS, SOLELY WITH RESPECT TO THE SOFTWARE APPLICABLE TO THE CLAIM, IN THE 6 MONTH PERIOD PRECEDING THE FIRST EVENT WHICH GAVE RISE TO THE CLAIM; AND (II) $200. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TOS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
  3. THIS SECTION “LIMITS AND EXCLUSIONS OF LIABILITY” WILL APPLY TO OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF A PARTY WAS NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGE.

14 INTELLECTUAL PROPERTY OWNERSHIP

  1. Except for the rights granted to you expressly herein, as between Great Ideaz and you, Great Ideaz and its licensors reserve all right, title and interest (including all intellectual property rights) in and to the Services, Software, Great Ideaz Content, User Content (other than your User Content), and Third-Party Tools. For certainty, the Software is licensed, not sold, to you.
  2. All trademarks and other indicia of origin appearing on or in the Services, Software, Great Ideaz Content, or Third-Party Tools are the property of Great Ideaz or its licensors, unless otherwise indicated. You may not use, remove, obscure or modify any trademark or other indicia of origin appearing on or in the Services, Software, Great Ideaz Content, or Third-Party Tools.
  3. Your Content is, as between you and Great Ideaz, your property.

15 REPORTING COPYRIGHT INFRINGEMENT CLAIMS

  1. Great Ideaz takes claims of copyright infringement seriously. Great Ideaz will respond to notices of alleged copyright infringement that comply with applicable laws. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of “Copyright Infringement” to contract@greatideaz.com and include in your notice a detailed description of the alleged infringement.
  2. Please be aware that if you knowingly materially misrepresent that material or activity on the Service is infringing your copyright, you may be held liable for damages (including costs and lawyers’ fees) under applicable laws, rules and regulations.

16 REPEAT INFRINGERS

It is Great Ideaz’s policy in appropriate circumstances to disable and/or terminate Accounts of those who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

17 EXTERNAL SOURCES; THIRD-PARTY BENEFICIARIES

Great Ideaz is not responsible for information on any third-party website or service that is referred in, or accessible or connected by hyperlink to, the Services or the Software. Such third-party websites or services may be subject to their own terms of service and privacy policies. Great Ideaz is not responsible or liable for the availability or accuracy of such third-party websites or services, or the content, products, or services available from such third-party websites or services. Hyperlinks do not constitute third-party endorsement of, sponsorship or endorsement by, or affiliation with, Great Ideaz.

18 LINKING TO THE WEBSITE

  1. Great Ideaz welcomes links to the homepage of the Website. you may only establish a hyperlink to the homepage of the Website if: (i) the link does not state or imply any affiliation, connection, sponsorship, endorsement, commercial tie-in, or approval of your site by Great Ideaz or anyone having rights to any Great Ideaz Content or create the false appearance that an entity is affiliated with or sponsored by Great Ideaz; and (ii) the appearance, position and other aspects of the link does not damage or dilute the goodwill affiliated with Great Ideaz, its trademarks or any other trademarks appearing on or in the Services or Software.
  2. Great Ideaz does not permit framing or inline linking to any other website, service, or application.

19 UPDATES; TOS AMENDMENTS

  1. Great Ideaz may, in Great Ideaz’s sole discretion, release fixes, patches or updated versions of the Services or Software or otherwise add or remove services, content or features (including modifications to the features, availability or functionality of the Services, Software and/or Great Ideaz Content or any part of any of the foregoing) at any time without notice (each, an “Update”). Upon release, each Update will be deemed to become part of the Services or Software and will be subject to the terms and conditions of these TOS.
  2. Great Ideaz may amend these TOS, or any provision thereof, with immediate effect at any time and without notice. Your use of the Services or Software following any such amendment (including those implemented as part of the release of an Update) will constitute your agreement to the terms and conditions of these TOS in effect at the time of such use. No other amendment, supplement, modification, waiver, or termination of these TOS and, unless otherwise expressly specified in these TOS, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby.

20 TERMINATION; SUSPENSION AND AFTER TERMINATION

  1. Great Ideaz reserves the right to reject, suspend or terminate the Services or your use of the Software or any Account at any time and for any reason, in Great Ideaz’s sole discretion. Great Ideaz has no obligation to provide you with any notice of your breach of these TOS, but Great Ideaz may choose to provide notice, and an opportunity to cure such breach, in Great Ideaz’s sole discretion should Great Ideaz so choose.
  2. The terms and conditions in these TOS will continue to apply to your past use of the Services or Software, in the form in which it or they then-existed at the time of the subject use. Furthermore, termination, rejection and/or suspension shall not relieve you of any obligations arising or accruing prior to such termination, rejection, or suspension, or otherwise limit any liability that you otherwise may have to Great Ideaz.
  3. You may deactivate your Account at any time via the Services or by sending an email to support@greatideaz.com. Please note that if your Account is deactivated, Great Ideaz does not have an obligation to delete or return to you any of your Content or Feedback.
  4. Upon termination of these TOS or your Account: (i) without limiting any of your obligations under Software License Addendum, You will remain liable for all amounts due hereunder, including all orders; and (ii) any provision hereof that by its nature is intended to survive the termination of these TOS will survive such termination.

21 INDEMNIFICATION

You shall indemnify and save Great Ideaz harmless from and against all damages, liabilities, losses, expenses and costs of every nature and kind whatsoever which Great Ideaz suffers or incurs arising out any claim, action or proceeding arising out of: (i) your breach of these TOS; (ii) your use of any of the Services, Software, Great Ideaz Content or Third-Party Tools; (iii) your Content; or (iv) your acts, omissions or misconduct. Great Ideaz has the right, but not the obligation to control and/or participate in any defense or settlement.

22 CONFIDENTIALITY

  1. Confidential Information” means all non-public proprietary and confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Disclosing Party’s Confidential Information does not include information that is (i) already known to or independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information; (ii) publicly available through no wrongful act of Receiving Party; (iii) received by Receiving Party from a third-party who was free to disclose it without confidentiality obligations the TOS; or (iv) is independently develop by the Receiving Party without use of the Confidential Information of the Disclosing Party.
  2. Receiving Party hereby shall not, during the term of these TOS and for 5 years thereafter (or, with respect to trade secrets, until they fall into the public domain): (i) disclose Confidential Information of the Disclosing Party to any person, except to its own personnel having a “need to know” and that are subject to confidentiality obligations and/or have entered into written agreements no less protective of such Confidential Information than this SL, and to such other recipients as the Disclosing Party may approve in writing; (ii) use Confidential Information of the Disclosing Party except to exercise its license rights or perform its obligations under this SL; or (iii) alter or remove from any Confidential Information of the Disclosing Party any proprietary legend. Each Receiving Party will take reasonable precautions to safeguard the other Receiving Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Receiving Party takes to protect its own Confidential Information of a similar type.
  3. Notwithstanding Section 22(b), Receiving Party may disclose Disclosing Party’s Confidential Information (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party to seek an appropriate protective order.

23 RELATIONSHIP

Great Ideaz and you are independent contractors and neither of party will represent that it has authority to assume or create obligations on behalf of the other party, unless expressly specified in these TOS.

24 APPLICABLE LAW & JURISDICTION

These TOS shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada without reference to the conflicts of law principles. These TOS shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, as amended, replaced, or re-enacted from time to time, the application of which is hereby expressly excluded. The exclusive venue for all claims arising out of or in connection with These TOS shall be in Toronto, Ontario, Canada, but the parties agree that Great Ideaz may seek equitable relief in any venue it so chooses.

25 ASSIGNMENT

Great Ideaz may assign or transfer these TOS in whole or in part at any time without your consent. You may not assign these TOS or assign, transfer or delegate any of your rights or obligations under these TOS. Any purported assignment, transfer or delegation in violation of this provision is void from the outset. These TOS will enure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees

26 SEVERABILITY; ENTIRE AGREEMENT; WAIVER

If any provision of these TOS is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the remaining provisions of these TOS shall remain in full force and effect. These TOS and any applicable Software License Addendums constitute the entire understanding, and supersedes all other understandings, between you and Great Ideaz concerning the subject matter hereof. No waiver of a right of a party under these TOS will be effective unless it is in writing and signed by the party waiving its right. A waiver of a right by a party (or failure by a party to enforce a provision of these TOS) will be effective only in the specific instance and for the specific purpose for which it is provided. No waiver will be deemed a waiver of any prior or subsequent default hereunder.

27 FORCE MAJEURE

Great Ideaz will not be liable under these TOS because of a failure or delay in performing Great Ideaz’s obligations hereunder on account of any cause beyond Great Ideaz’s reasonable control, such as, strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action, failure of the internet, or failure of licensors or suppliers.

28 INTERPRETATION

Except as otherwise provided in these TOS, the parties’ rights and remedies under these TOS are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these TOS are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Great Ideaz in these TOS means the right of Great Ideaz to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to You.

29 LANGUAGE OF THESE TOS

It is the express wish of the parties that these TOS and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

30 NOTICES

Notices sent to either party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to Great Ideaz, to the following address: 8 Alexis Rd., Markham, Ontario, Canada, L3T 6Z2, Attention: Finance & Legal Department, e-mail: contract@greatideaz.com; and (ii) if to You, to the current postal or email address that Great Ideaz has on file with respect to You. Great Ideaz may change its contact information by giving notice thereof to You. You are solely responsible for always keeping Your contact information on file with Great Ideaz current.

31 ENTIRE AGREEMENT; CONFLICTS

These TOS, along with each Software License Addendum, and each order You enter into with Great Ideaz, constitutes the entire agreement between the parties with respect to the subject matter contained in such documents and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.