Demand Spring (“ Demand Spring”, “We”, “Us”) owns and operates the Demand Spring website, available at https://demandspring.com/ (the “Website”) which We use to make available the Demand Spring content or other materials (collectively, the “Materials”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE DEMAND SPRING WEBSITE OR MATERIALS. BY ACCESSING THE DEMAND SPRING WEBSIT OR,MATERIALS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE, AS WELL AS THE DEMAND SPRING PRIVACY POLICY. IF YOU DO NOT AGREE WITH ANY OF THE TERMS, YOU CAN NOT USE THE WEBSITE OR MATERIALS.

1. DEMAND SPRING MATERIALS

1.1 Terms of Service. These Terms of Service (the “Terms”) apply to all visitors and users of the Website or Materials a (“Users”). Demand Spring may modify these Terms at any time in our sole discretion by posting a notice on the Website. Any changes will take effect 30 days from the date of posting of an update to these Terms.

1.2 Personal Information. Any personal information collected by Demand Spring through the Website shall be subject to the Demand Spring Privacy Policy available at: https://demandspring.com/

2. FEES AND PAYMENT

2.1 Fees. Demand Spring makes certain Materials available for purchase. If you purchase any Materials through the Website, you agree to pay the applicable fees presented to you at the time of purchase.

2.2 Payment Method. Users hereby agree that all payments will be processed using Demand Spring’s third-party payment processor and that all such payments will be governed by payment processor’s terms and conditions available at https://stripe.com/ca/legalor as otherwise published by the Payment Processor.

2.3 Taxes. Purchases are subject to applicable taxes which will be determined by Demand Spring and added to the respective fees.

2.4 Refunds. Demand Spring does not offer refunds for any purchases or subscriptions.

3. LICENSE; INTELLECTUAL PROPERTY

3.1 License. Subject to your compliance with these Terms and your payment of any fees owed hereunder, Demand Spring grants you a non-transferable, non-exclusive, license to (a) access and use the Website and the Materials, and (b) for any purchased Materials, use, access, copy and display the purchased Materials for internal business purposes only (the “License”). The Materials are licensed to you and not sold. The purchased Materials are confidential and may not be re-sold or otherwise distributed to any third party .Except as explicitly provided herein, nothing in the Terms gives you a right to use the Demand Spring names, trademarks, logos or other distinctive brand features without our prior written consent.

3.2 Reservation of Rights. The Website and Materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Demand Spring Content”), and all intellectual property rights related thereto, are the exclusive property of Demand Spring and its licensors. Use of the Demand Spring Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

3.3 Feedback. You may choose to or we may invite you to submit comments or ideas about the Website or Materials, including but not limited to, about how to improve the Materials or our services (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Demand Spring under any fiduciary or other obligation, and that we are free to use the Feedback without any compensation to you, and free to disclose the Feedback on a non-confidential basis or on any other basis, to anyone

3.4 User Content. Demand Spring does not claim ownership of the data, materials and/or content created, uploaded or otherwise transmitted by you through use of the Demand Spring Website, or Materials, including but not limited to photos, graphics, designs, drawings, electronic documents and comments (“User Content”). However, by using the Website or Materials, you grant Demand Spring a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of operating the Website and Materials and providing you with any services.

4. RESTRICTIONS

You agree to use the Demand Spring Website and the Materials only for purposes as permitted by these Terms. Demand Spring reserves the right to modify or impose any limitations on the use of the Demand Spring Website or Materials at any time, with or without notice to you. In using the Demand Spring Website and/or the Materials you shall not:

(a) intentionally or unintentionally violate any of these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Website to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone;

(b) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Demand Spring Website or Materials;

(c) upload, post, email, transmit or otherwise make available any material that:

  • is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libellous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
  • you do not have a right to make available under any law or under a contractual relationship;
  • infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
  • is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • 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 data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
  • contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;

(d) or modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Demand Spring Website, Materials or any software provided by us;

(e) use our Website to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

(f) “stalk” or harass any other User or collect or store any information about any other User other than for purposes of transacting with one another;

(g) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

(h) use automated scripts to collect information or otherwise interact with the Materials or the Website; or

(i) advocate, encourage, or assist any third party in doing any of the foregoing.

5. INDEMNITY

You agree to defend, indemnify and hold Demand Spring, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any content you create, submit, post, transmit, or otherwise make available through the Website or Materials; (b) your use of the Website or Materials; (c) any violation by you of these Terms; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these Terms and/or your use of the Website or Materials.

6. TERMINATION

Demand Spring may, at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your account and/or access to the Website or Materials. Cause for such termination shall include, but not be limited to: (a) violations of the Terms, or any other policies or guidelines that are referenced herein and/or posted on the Website or Materials; (b) discontinuance or material modification to the Website, Materials, or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the Demand Spring Website or Materials to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Demand Spring in its sole discretion, and Demand Spring will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of access to the Website or Materials.

7. THIRD-PARTY CONTENT

7.1 Advertisements. You acknowledge and agree that the Website may contain advertisements from third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that Demand Spring shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.

7.2 Links. The Website and Materials may contain links to other websites that are not owned or controlled by Demand Spring. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by Demand Spring of that third party, third-party product or service. Demand Spring is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or Materials are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website or Materials of a link to any other website(s) or any advertisements does not imply that Demand Spring endorses or accepts any responsibility for the content or use of such websites, and you hereby release Demand Spring from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.

8. DISCLAIMER OF WARRANTIES AND CONDITIONS

THE WEBSITE AND MATERIALS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DEMAND SPRING SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE WEBSITE AND MATERIALS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEMAND SPRING OR THROUGH OR FROM THE MATERIALS SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.

9. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL DEMAND SPRING BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (A) YOUR USE OF OR YOUR INABILITY TO USE THE DEMAND SPRING WEBSITE OR MATERIALS, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR MATERIALS, (C) ERRORS, MISTAKES, OR INACCURACIES IN ANY INFORMATION AVAILABLE ON THE WEBSITE OR PLATFORM, OR (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE OR MATERIALS, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE DEMAND SPRING WEBSITE.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DEMAND SPRING’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIVE HUNDRED CANADIAN DOLLARS ($500) OR (B) AMOUNTS YOU’VE PAID DEMAND SPRING IN THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL MATERIALSLY TO THE FULLEST EXTENT PERMITTED BY MATERIALSLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT MATERIALSLY TO YOU.

10. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by the laws in effect in the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. Subject to the Arbitration terms below, the courts of the Province of Ontario located in Ottawa shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the Demand Spring Website or the Materials and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.

11. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy constitute the entire agreement governing use of the Demand Spring Website and Materials and all related activities. We reserve the right to modify or change the Demand Spring Website or Materials at any time without notice or liability to you. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. Our failure to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. You may not assign any part of these Terms or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. Demand Spring may assign these Terms for any reason without notice to you.

12. ENGLISH LANGUAGE

It is the express wish of the parties that this agreement 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.

13. CONTACT US

If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Demand Spring Website or Materials please contact us at: info@demandspring.com

Effective Date: November 4, 2019.