Wild Apricot Terms of Use
The following are terms of use ("Terms of Use") between BonaSource
Inc., the provider ("we", "our", or "us") of the web-based membership
database, event registration, and web site management service provided
by this website (the "Service") and any individual, company or other
legal entity ("you", and "your") who wishes to use the Service, whether
as our customer ("Customers"), as a member of a Customer ("Members",
and together with Customers, "Users") or as a Customer's public visitor
(together with Members, the "Audience"). These Terms of Use consist of
the following provisions and, if you are a Customer or Member, the
information provided by you as part of the sign-up process for account
holders.
By using the Service, including accessing our site, you agree that
you are bound by these Terms of Use. If you do not agree with each
provision of these Terms of Use, or you are not authorized to enter
into these Terms of Use, or you do not have the legal capacity to enter
into these Terms of Use, you may not use the Service.
You can review the most current version of these Terms of Use at any
time on this website (the "Website"). We reserve the right to update
and change these Terms of Use by posting updates and changes to the
Website. If you register for use of the Website, we will notify you at
the contact information you provide on registration of any changes to
these Terms of Use. You are also advised to check the Terms of Use from
time to time for any updates or changes that may impact you. If you do
not agree with any changes to these Terms of Use you may terminate your
agreement with us by notifying us at the contact address provided in
that notice. By continuing to use the Service you signify your
acceptance of all such amendments.
1.1 The Service consists of the provision by us to Customers of
access to the Wild Apricot website, which provides tools to create and
change webpages, manage Members database, create and administer events
and meetings, send email notices to opted-in recipients and other
related features (the "System"). The System allows the Audience to view
Customers' webpages, register for membership and events, receive email
notices and reminders, and more. Unless explicitly stated otherwise,
any new features that augment or enhance the current Service, including
the release of new tools and resources, shall be subject to the terms
and conditions of these Terms of Use.
1.2 Upon your entering into these Terms of Use, we grant to you a
non-exclusive, non-transferable, limited licence to access and use the
Service as User or public visitor, as applicable. You also understand
and agree that the Service may include certain communications from us
and our service providers, such as service announcements,
administrative messages and other announcements, and that these
communications are considered part of Service and you will not be able
to opt out of receiving them.
1.3 Technical support is only available as described in greater detail on the Website.
1.4 We reserve the right to refuse to provide the Service to anyone for any reason at any time.
1.5 If you are a Customer, you acknowledge and agree that your
Audience is required to accept these Terms of Use prior to us granting
them access to the Service, and that you have obtained all required
consents with respect to any personal information provided by you to us
in respect of their Members, and you acknowledge that all required
consents are provided to us to use such personal information for the
purposes of operating the Service.
2.1 You agree that in order to use the Service as Customer or Member:
2.1.1. You must provide your full legal name, a valid email
address, and any other information about yourself or the entity you
represent as prompted by the Services registration form (the
"Registration Data").
2.1.2. You agree to: (a) provide true, accurate, current and
complete information, and (b) maintain and promptly update the
Registration Data to keep it true, accurate, current and complete
within 30 days of any change. If we suspect that any information you
provide is untrue, inaccurate, not current or incomplete we have the
right to suspend or terminate your account and refuse any and all
current or future use of the Service (or any portion thereof) by you
and your Audience, if any.
2.1.3. You must read, agree with and accept all of the terms and conditions contained in these Terms of Use and the Privacy Policy.
Registration data, member information and certain other information is
subject to the Privacy Policy, the terms of which are incorporated into
these Terms of Use by reference.
2.2 You agree that in order to use the Service as Customer you must be 18 years of age or older.
3.1 We do not charge any fees for use of the Service by persons
other than Customers. Fees charged to Customers for using the Service
("Fees") are payable in the amounts and in the manner described on the
Website. Fees are subject to change upon 14 days notice. Such notice
may be provided at any time by posting the changes to the Website.
3.2 All Fees are exclusive of all taxes, levies, or duties imposed
by taxing authorities, and you shall be responsible for payment of all
such taxes, levies, or duties.
3.3 All currency references are in U.S. dollars. You shall be
responsible for payment of all taxes, levies, or duties imposed by
taxing authorities for any payment or fees you may collect through the
System.
4.1 With regard to the provision of the Service you acknowledge and understand that:
4.1.1. Free account plans are subsidized by advertising revenues.
As such, we may display advertisements throughout your website on our
System. We do not endorse any of the products or services advertised.
4.1.2. The Service may provide, or third parties may provide, links
to other World Wide Web sites or resources. You acknowledge and agree
that we and our service providers are not responsible for the
availability of such external sites or resources, and do not endorse
and are not responsible or liable for any information, data, text,
software, music, sound, photographs, graphics, video, messages,
evaluations, goods, products, services or other materials posted on the
World Wide Web ("Content"), or for advertising, or products, on or
available from such sites or resources. You further acknowledge and
agree that we and our service providers 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 use of or reliance on any
such Content, goods or services available on or through any such site
or resource.
4.1.3. You understand that due to the technical processing and
transmission of the Service, your Content (not including credit card
information), may be transferred unencrypted and involve (a)
transmissions over various networks; and (b) changes to conform and
adapt to technical requirements of connecting networks or devices.
Credit Card information is always encrypted during transfer over
networks.
4.1.4. You understand that under no circumstances will we or our
service providers be liable in any way for any Content, including, but
not limited to, for any errors or omissions in any Content, or for any
loss or damage of any kind incurred as a result of the use of any
Content posted, transmitted or otherwise made available via the
Service. You agree that you must evaluate, and bear all risks
associated with, the use of any Content, including any reliance on the
accuracy, completeness, or usefulness of such Content. In this regard,
you acknowledge that you may not rely on any Content created by or
submitted to us or our service providers.
4.1.5. With respect to any additional software that may be made
available by us or our service providers in connection with the Service
("Software"), if you elect to download or access such Software, you may
have to agree to additional terms and conditions before you use such
Software. Any Software or material downloaded or otherwise obtained
through the use of the Service is done at your own discretion and risk
and that you will be solely responsible for any damage to your computer
system or loss of data that results from the download of any such
software or material.
5.1 You acknowledge and agree that you, and not we or our service providers, are entirely responsible for:
5.1.1. all Content that you upload, post, transmit or otherwise
make available via the Service. We and our service providers do not
control or own the Content posted via the Service and, as such, do not
guarantee the accuracy, integrity or quality of such Content.
5.1.2. keeping your password secure. We and our service providers
cannot and will not be liable for any loss or damage from your failure
to maintain the security of your account and password. You agree to (a)
immediately notify us of any unauthorized use of your password or
account or any other breach of security, and (b) ensure that you
explicitly log out from your account at the end of each session. We and
our service providers cannot and will not be liable for any loss or
damage arising from your failure to comply with this.
6.1 All user names and passwords remain our property or the
property of our service providers and may be cancelled, changed or
suspended at any time without notice or any liability to you or any
other person. We and our service providers are not under any obligation
to verify the actual identity or authority of the user of any user name
or password.
6.2 We do not pre-screen Content and it is in our sole discretion
to refuse or remove any Content that is available via the Service. We
may, but have no obligation to, remove Content and accounts containing
Content that we determine in our sole discretion are unlawful,
offensive, threatening, libelous, defamatory, pornographic, obscene or
otherwise objectionable or violates any party's intellectual property
or these Terms of Use.
6.3 We reserve the right at any time to time to modify or
discontinue, the Service (or any part thereof) with or without notice.
We and our service providers shall not be liable to you or to any third
party for any modification, price change, suspension or discontinuance
of the Service.
7.1 These Terms of Use continue in force until terminated by either
us or you. Termination of these Terms of Use results in immediate
termination of your, and if you are a Customer, your Members' and the
public's, access to the Services and your website.
7.2 We or our service providers may, under certain circumstances
and without prior notice, immediately terminate your access to the
Service and your website for the following reasons including, but not
be limited to:
7.2.1. If you breach or facilitate or permit any breach or violation of these Terms of Use as determined in our sole discretion.
7.2.2. If your account is in arrears.
7.2.3. Requests by law enforcement or other government agencies.
7.2.4. Discontinuance or material modification to the Service (or any part thereof), or unexpected technical issues or problems.
7.2.5. Without limiting any other remedies, if we suspect that you
(by conviction, settlement, insurance or escrow investigation, or
otherwise) have engaged in fraudulent activity in connection with the
System.
7.3 You may terminate the Service immediately in your account area
at our Website, or by giving written notice to us at the address
indicated on the Website. If you cancel the Service, your cancellation
will take effect immediately.
7.4 Cancellation or termination of the Service for any reason may
result in the deactivation or deletion of your website on the System,
deletion of your password and all related information associated with
or inside your account (or any part thereof), or your access to such
subsite, the forfeiture and relinquishment of all Content on your
website and barring further use of the Service. We and our service
providers accept no liability to you or any third party for such
deleted information or Content.
8.1 You represent and warrant that you are the owner or validly
authorized licensee of all Content provided by you through the Service,
and you hereby grant to us and our service providers a worldwide,
non-exclusive license to copy, store, transmit, digitally display and
otherwise distribute such Content as part of the Service.
8.2 We do not claim any intellectual property rights over Content
you provide to the Service. All Content you upload remains yours. You
can remove your Content at any time by deleting your account.
8.3 By uploading images and item description content to Service,
you agree (i) that we and our service providers can, at any time,
review all the Content submitted by you to the Service, (ii) to allow
us and our service providers to store and display such Content on the
Website in the areas of the Website to which you upload it, and (iii)
to allow Users and public visitors that have access to such areas of
the Website to view and use such Content there.
8.4 You acknowledge and agree that we and our service providers may
preserve Content and may also disclose Content if required to do so by
law or in the good faith belief that such preservation or disclosure is
reasonably necessary to:
8.4.1. comply with legal process;
8.4.2. enforce the Terms of Use;
8.4.3. respond to claims that any Content violates the rights of third-parties; or
8.4.4. protect our rights, property, or personal safety, or those of Users and/or the public.
8.5 You acknowledge and agree that the Service and Software contain
proprietary and confidential information that is protected by
applicable intellectual property laws and other laws. Except as
expressly authorized by us, you agree not to modify, rent, lease, loan,
sell, distribute or create derivative works based on the Service or the
Software, in whole or in part.
8.6 Except for the sole purpose of using the Service, as per the
terms of these Terms of Use, you agree not to reproduce, duplicate,
copy, sell, resell or exploit any portion of the Service or Software,
use of the Service or Software, or access to the Service or Software
without our express written permission.
9.1 You expressly understand and agree that your use of the Service
and Software is at your sole risk. The Service is provided on an "as
is" and "as available" basis. We and our service providers expressly
disclaim all warranties of any kind, whether express or implied,
including, but not limited to the implied warranties of
merchantability, fitness for a particular purpose, performance and
non-infringement.
9.2 Without prejudice to the generality of the above, neither we nor our service providers warrant that:
9.2.1. the Service or Software will be uninterrupted, timely, secure, or error-free.
9.2.2. the results that may be obtained from the use of the Service or Software will be accurate or reliable.
9.2.3. the quality of any products, services, information, or other
material purchased or obtained by you through the Service or Software
will meet your expectations or specific requirements, or that any
errors in the Service or Software will be corrected.
9.3 No advice or information, whether oral or written, obtained
through or from the service shall create any warranty not expressly
stated in the Terms of Use.
9.4 We will make commercially reasonable efforts to maintain the
Service, however, we and our service providers are not responsible for
any damage, loss of data, customer information or vendor data, revenue,
or other harm to business arising out of delays, non-availability,
misdelivery or nondelivery of information, restriction or loss of
access, bugs or other errors, unauthorized use due to your sharing of
access to the Service or Software, or other interaction with the
Service or Software. You are responsible for maintaining and backing-up
your data and information that may reside on the Service.
10.1 You agree that we and our service providers, licensors and
suppliers shall not be liable for any damages of any kind, whether
direct, indirect, incidental, special, consequential or exemplary, and
including but not limited to damages for loss of profits, goodwill,
use, data or other intangible losses, and whether arising out of
contract, tort, negligence (including strict liability), warranty,
indemnity or otherwise (even if we have been advised of the possibility
of such damages) and whether or not any limited remedy failed of its
essential purpose, arising out of or in connection with the Website or
resulting from the use or the inability to use the Service or Software,
unauthorized access to or alteration of your transmissions or data,
statements or conduct of any third party on the Service, or any other
matter relating to the Service or Software or otherwise resulting from
these Terms of Use.
11.1 You agree to indemnify and hold us and our and our service
providers, licensors and suppliers, and our and their subsidiaries,
affiliates, related entities, officers, directors, shareholders,
agents, co-branders or other partners, employees, successors and
assigns harmless from any liability, cost, expense, loss, claim or
demand, (collectively, "Losses") including reasonable lawyers' fees,
made by any third party due to or arising out of your use of the
Service and Software, including, without limitation, Losses arising as
a result of: the Content you or your website provides; the activities
of your Members, any non-payment of Fees; your connection to the
Service or Software, your violation of the Terms of Use or the
documents it incorporates by reference, Service or Software downtime or
compromise of availability of the Service to you or others as a result
of your actions or failure to act, or your violation of any law or the
rights of a third Party another through the Service.
12.1 It is your sole responsibility to determine whether your use
of the Service or Software is lawful, and you must comply with all
applicable laws in using the Service and Software. You may not use the
Service or Software for any illegal or unauthorized purpose nor may
you, in the use of the Service or Software, violate any laws in your
jurisdiction (including but not limited to copyright laws) as well as
the laws of Canada and the Province of Ontario. Recognizing the global
nature of the Internet, you agree to comply with all local rules
regarding online conduct and acceptable Content. Specifically, you
agree to comply with all applicable local laws regarding the
transmission of technical data.
12.2 You agree that you will not upload, post, offer for sale, sell transmit or otherwise make available any Content that:
12.2.1. is unlawful, harmful, threatening, abusive, harassing,
tortuous, defamatory, vulgar, obscene, libelous, invasive of another's
privacy, hateful, or racially, ethnically or otherwise objectionable;
12.2.2. you do not have a right to transmit under any law or under
contractual or fiduciary relationships (such as inside information,
proprietary and confidential information learned or disclosed as part
of employment relationships or under nondisclosure agreements);
12.2.3. infringes any patent, trademark, trade secret, copyright,
rights of privacy or publicity, or other proprietary rights of any
party;
12.2.4. violates any applicable federal, provincial, state, or local law or regulation;
12.2.5. you do not have full power and authority to distribute, including all necessary licenses and authorizations; or
12.2.6. we determine, in its sole discretion, is inappropriate for distribution through the Service.
12.3 You agree that you will not upload, post, or transmit
unsolicited commercial email or "spam" or indulge in unethical or
inappropriate use of the internet. This includes unethical marketing,
advertising, or any other practice that is in any way connected or
related to the above, such as:
12.3.1. sending mass email to recipients who haven't requested email from you or with a fake return address; or
12.3.2. promoting a site with inappropriate links, titles, descriptions; or
12.3.3. promoting your site by posting multiple submissions in public forums that are identical; or
12.3.4. uploading, posting or otherwise transmitting any material
that contains software viruses or any other computer code, files or
programs designed to interrupt, destroy or limit the functionality of
any computer software or hardware or telecommunications equipment; or
12.3.5. interfering with or disrupt the Service or Software or
servers or networks connected to the Service, or disobey any
requirements, procedures, policies or regulations of networks connected
to the Service; or
12.3.6. adding someone to your mailing list (email or physical mail) without their express consent;
12.3.7. intentionally or unintentionally violating any applicable local, state, national or international law; or
12.3.8. "stalk" or otherwise harassing another user; or
12.3.9. promoting or providing instructional information about
illegal activities, promoting physical harm or injury against any group
or individual, or promoting any act of cruelty to animals.
12.4 You agree that you will not:
12.4.1. if you are a Customer, use or disclose information that
pertains to other persons and that is governed by the Privacy Policy of
this Website except as set forth in that Privacy Policy;
12.4.2. harm minors in any way in your use of the Service and Software;
12.4.3. impersonate any person or entity, including, but not
limited to, our officers, agents and employees, a forum leader, guide
or host, or falsely state or otherwise misrepresent your affiliation
with a person or entity;
12.4.4. forge headers or otherwise manipulate identifiers in order
to disguise the origin of any Content transmitted through the Service
or Software; or
12.4.5. exceed the scope of the Service that you have signed up
for; by, for example, accessing and using the tools that you do not
have a right to use, or deleting, adding to, or otherwise changing the
comments or content of other persons.
13.1 Our failure to exercise or enforce any right or provision of
the Terms of Use shall not constitute a waiver of such right or
provision.
13.2 Notices to you may be made via either email or website posting.
13.3 The Terms of Use and the relationship between you and us shall
be governed by and construed and interpreted in accordance with the
laws of Ontario, Canada without regard to its conflict of law
provisions. You agree that our service providers are third party
beneficiaries of your agreements in these Terms of Use.
13.4 Except where prohibited by applicable law, any claim, dispute
or controversy (whether in contract or tort, pursuant to statute or
regulation, or otherwise, and whether preexisting, present or future)
arising out of or relating to these Terms of Use; (b) the Services; (c)
oral or written statements, advertisements or promotions relating to
these Terms of Use or to the Services; or (d) the relationships that
result from these Terms of Use or the Services (collectively, a
"Claim"), will be referred to and determined by a sole arbitrator (to
the exclusion of the courts). Except where prohibited by applicable
law, you waive any right you may have to commence or participate in any
class action against us or our service providers related to any Claim
and, where applicable, you also agree to opt out of any class
proceedings against us or our service providers. If you have a Claim,
you should give written notice to arbitrate at the address specified on
the Website. If we have a Claim, we will give you notice to arbitrate
at your address provided in your Registration Data. Arbitration will be
conducted by one arbitrator pursuant to the commercial arbitration laws
and rules in effect on the date of the notice in the Province of
Ontario.
13.5 To the extent arbitration as described in the immediately
preceding paragraph is prohibited by applicable law, you agree that all
Claims will be heard and resolved in a court of competent subject
matter jurisdiction located in Toronto, Ontario. You consent to the
personal jurisdiction of such courts over you, stipulate to the
fairness and convenience of proceeding in such courts, and covenant not
to assert any objection to proceeding in such courts.
13.6 These Terms of Use, the Privacy Policy, the information
provided to you and by you during the sign-up process and during the
upgrade/downgrade of your account, and any other documents that are
incorporated into these Terms of Use by reference, constitute the
entire agreement between you and us and govern your use of the Service
or Software, superceding any prior agreements (including, but not
limited to, any prior versions of the Terms of Use).
13.7 If any provision of these Terms of Use is found by an
arbitrator or court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give
effect to the parties' intentions as reflected in such provision, and
the other provisions of the Terms of Use remain in full force and
effect.
13.8 You agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of or related to use
of the Service or Software or the Terms of Use must be filed within one
(1) year after such claim or cause of action arose or be forever barred.
13.9 The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.
13.10 The parties acknowledge having consented that these Terms of
Use and all documents, notices and judicial proceedings entered into,
given or instituted pursuant hereto, or relating directly or indirectly
pursuant hereto, be in the English language. (Les parties reconnaissent avoir convenue que la
pre'sente convention ainsi que tous documents, avis et proce'dures judiciaires
qui pourront e^tre exe'cute's, donne's ou intente'es a' la suite des pre'sentes ou
ayant un rapport, direct ou indirect, avec la pre'sente convention soient
re'dige'e en anglais.)
