TERMS AND CONDITIONS OF USE
1. USE OF VHUB
Finloc 2000 Inc. (the “Company”) provides an online sharing platform (“vHub”) that connects owners (the “Owners”) of commercial equipment (the “Equipment”) with potential users seeking to rent the Equipment (the “Renters”). VHub is available online at www.vhubapp.com and as a mobile applicable available through the Apple App Store and the Google Play Store. The vHub website and mobile application and associated services are collectively referred to as the “Services”. Your use of vHub is subject to the following terms and conditions of use (the “Terms”) and all applicable laws. By accessing or using vHub, you accept, without limitation or qualification, the Terms. If you do not agree with any of the Terms, please do not use the Services.
The Company reserves the right to change, modify, alter, add, remove or otherwise update the Terms (or any portion thereof) applicable to the Services without prior written notice at any time, and from time to time, at the Company’s sole discretion. We will notify you of any such changes, modifications, alterations or updates to the Services by posting notice of same on vHub. Following the posting of any such notice, your continued use of the Services will constitute your acceptance of the new terms and other policies, as modified, and you will be bound by said new terms and policies.
The Services are available for in Canada only. The Services are not intended for access or use outside Canada. Notwithstanding the foregoing, subject to the terms and conditions applicable to each Lease Agreement (as defined below) and the applicable Renters’ and Owners’ insurance, Equipment may be used in the United States for a period not exceeding thirty (30) days. You are responsible to ensure that your access to vHub and the information and material available on or through it are legal in each jurisdiction in or through which you access or view vHub and such information and material.
The terms “we”, “us”, and “our” used in the Terms also refer to the Company.
THE COMPANY URGES YOU TO READ THE TERMS CAREFULLY, AS THEY INCLUDE PROVISIONS SUCH AS LIMITATION OF LIABILITY, DISPUTE RESOLUTION AND OTHER PROVISIONS THAT MAY LIMIT YOUR RIGHTS.
2. ACCEPTABLE USE POLICY
As a condition of your use of the Services, you hereby represent and warrant to the Company that you:
- that you have all the necessary authority to enter into this agreement and be bound by the terms;
- agree to honour our intellectual property rights;
- agree to provide us with accurate information as necessary for the proper conduct of the Services and to take responsibility for the information you provide;
- acknowledge that we may be unable to process and shall have no responsibility to process requests the accuracy of which we cannot validate;
- agree not to create a link (other than personal “bookmark” or “favorites” entry) to vHub without first obtaining our written permission;
- will refrain from using profane, vulgar, inflammatory, libelous, or similarly discourteous language in any e-mail or form entry created through the vHub; and
- not to interfere or attempt to interfere with the operation of the Services in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or other means expressly prohibited by any provision of the Terms.
Our Services are intended solely for persons who have reached the legal age of majority in their respective province or territory. Any use of the Services by anyone under the applicable age of majority is expressly prohibited. If you use the Services, you represent that you are of legal age to enter into any agreement through vHub and become bound by its terms.
5. USER ACCOUNT AND REGISTRATION
In order to access the Services, you must sign-up for an account with us by providing all compulsory information and documentation, including the following information relating to any Equipment you list: the year, make, model, and vehicle identification number for each Equipment. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, mobile device and your account, and you agree to accept responsibility for all activities that occur under your account or password. The Company reserves the right to refuse service, terminate accounts or cancel Reservations (defined below) in its sole discretion.
When you list Equipment (a “Listing”) or make a Reservation, you provide us with certain information about yourself to enable us to verify your identity and with regards to the Equipment, if applicable. You covenant to provide complete and accurate information to the Company about yourself and your Equipment, if applicable. The Company has the right, but not the obligation, to undertake screenings, checks, and processes designed to help verify or check the identities and/or backgrounds of the Owners, Renters and Equipment, including driving history of any registered driver and driver’s license validity. The Company does not endorse any Equipment, Renter or Owner or their respective backgrounds, or commit to undertake any specific screening process. We reserve the right to accept or reject any Listing or Reservation in our sole and absolute discretion. Notwithstanding any information made available by the Owner or the Renter through the Service, we do not make any representations about, confirm, or endorse any information, including with respect to the safety or roadworthiness of any Equipment beyond our policies that require Owners to provide certain information with regards to their Equipment.
7. YOUR INFORMATION
You undertake to update the information you have provided on vHub in the event of any changes. Specifically with respect to your contact information, the Company may deliver notices to you at the most recent email, telephone, or address provided by you, and those notices will be considered valid even if you no longer maintain the email account, telephone number, or receive mail at that address unless you provide updated contact information to us. You are, and will be solely responsible for, all of the activity that occurs through your vHub account, so please keep your password and account information secure. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your vHub account, whether or not you have authorized such activities or actions. You will immediately notify the Company of any actual or suspected unauthorized use of your vHub account. We are not responsible for your failure to comply with this clause, or for any delay in deactivating your account after you have reported unauthorized access to us.
8. EQUIPMENT INFORMATION AND AVAILABILITY
The Company is not responsible for the accuracy of the description of any Equipment available through the Services, including information provided in a Listing. Further, the Company does not warrant that Equipment, Owner or Renter descriptions, information, profiles or other content of on vHub are accurate, complete, reliable, current or error-free.
Listings must include the exact location of the Equipment, including the address and a physical description of the Equipment. The Listing must also provide the exact dates and times that each Equipment may be available for pick-up (“Pick-Up”) and the exact location where the Equipment must be returned following its use (“Drop-Off”). The Listing must indicate whether Pick-Up and/or Drop-Off must be an “attended” during specified hours or whether Pick-Up and/or Drop-Off is available on a 24-hour, “unattended” basis and the presence of a lock box containing the Equipment keys or other specified method for unattended Pick-Up and/or Drop-Off. This availability may be updated on an ongoing basis.
Owners will make Equipment available for rent by Renters on vHub through Listings. The availability of Equipment may be limited and Equipment may not be available for given periods of time. An Owner may revise a Listing or cease to make available any Equipment at any time without prior notice. In the event that an Owner is unable to fulfill a Reservation you will be notified via vHub, the Owner, at its sole discretion may, (i) substitute the unavailable Equipment with a similar one; or (ii) cancel your Reservation at any time prior to Pick-Up.
Renters can select and reserve Equipment for rental from among the Equipment made available by the Owners on vHub through the Listings for the desired rental period (the “Reservation”). Renters can pay for their Equipment rentals using the methods of payment set forth in Section 13.
Before submitting your Reservation, you will be shown a confirmation screen (the “Reservation Confirmation”) containing the specific leasing terms, describing among other things, the term of the lease, the Equipment to be rented, the rental charges and any additional charges for taxes and other applicable fees, the Pick-Up and Drop-Off locations of the Equipment and any other terms and conditions applicable to the lease (collectively, the “Lease Agreement”). When an Owner Lists the Equipment and when an Renter submits a Reservation, this will constitute each party’s respective acceptance of the Lease Agreement. Once the acceptance has occured the Owner and Renter shall be party to the Lease Agreement that shall become effective at the time of Activation (as defined below) and terminate on the time of Deactivation (as defined below). The relationship between the Owner and Renter with regard to any Equipment rental shall be subject to and governed by the applicable Lease Agreement and the Master Lease Agreement, the terms of which are hereby incorporated herein by reference.
VHUB AND ITS CONTENTS ARE NOT TO BE CONSTRUED AS AN OFFER TO SELL ANY PRODUCT OR SERVICE.
10. EQUIPMENT INSPECTIONS
During the Pick-Up and Drop-Off, respectively, the Renters must activate their Reservation (“Activation”) or deactivate their Reservation (“Deactivation”) based on the information and the procedures outlined in the Reservation Confirmation. The Renter must inspect and assess the Equipment for any signs of damage, including but not limited to, damage to the bodywork, wheels, interior, electrical or mechanical functions of the Equipment. The Renter must follow all pre-trip and post-trip inspection procedures provided on vHub, including procedures for providing the completed inspection report and documenting all pre-trip and post-trip damage. If the Renter deems the Equipment to be unsuitable for use, it may cancel the Reservation through vHub. Any Reservation cancelled by a Renter within twenty four (24) hours of a scheduled Pick-Up will be subject to a charge equal to a one (1) day rental.
All prices and Reservations are quoted and shall be processed in Canadian dollars. Although the Company and Owners strive to provide accurate pricing information, errors may occur. Owners reserve the right to correct any errors in pricing or other information and to modify the prices rentals, at any time, without prior notice. Owners cannot confirm the pricing for a Reservation until after you submit a Reservation. In the event that the price or related information for a Reservation (as described on vHub and/or the Reservation Confirmation) is incorrect due to an error in pricing or other information, the Company or an Owner may, at its sole discretion, refuse or cancel your Reservation, whether before or after the Owner’s acceptance thereof. If there is such an error in pricing, the Company will cancel your Reservation and reverse any charges that have been applied, then contact you to ask you to place a new Reservation at the correct price.
The Company reserves the right, in its sole discretion, to limit quantities, terminate accounts and to refuse or cancel any Listing or Reservation, including after a Reservation has been submitted, whether or not the order has been confirmed or accepted and whether or not your credit card has been charged. In the event that your Reservation is cancelled by the Company or the Owner after your payment has been processed, the Company will issue a full refund.
In particular, and without limiting the generality of the foregoing, the Company may refuse to accept any Reservation for any reason, including if fraudulent activity is suspected. Without limiting the generality of the foregoing, the Company may refuse to process subsequent Reservations from Renters with a previous fraudulent order history or history of non-payment. The Company may also refuse any Reservations connected with a previous credit card dispute.
The Company may also require additional verifications or information before accepting any Reservation. The Company will contact you your Reservation is rejected after your Reservation has been placed or if additional information is required to accept your order.
13. PAYMENT TERMS
Terms of payment for any Reservations made through vHub shall be determined at the Company’s sole discretion.
Payment shall be made by Renters by any one of the payment methods available on vHub, which are subject to change without prior notice. Currently, acceptable payment methods include Visa, MasterCard and American Express. The amount for a Renter’s Reservation will be charged upon the earlier of the scheduled Activation or the actual Activation. However, the Company will obtain authorization from the bank which issued the credit card at the time the Reservation is placed in order to ensure there are sufficient funds for the Reservation. It is agreed and understood that the amount charged upon Activation will be an estimated minimum fee only and the actual amount of the Reservation will only be determinable and adjustable once the Reservation is complete (based on distance travelled with the Equipment, hours of use, length of the rental period or a combination thereof). Please refer to our Payment Terms for more details, the terms of which are hereby incorporated herein by reference.
All Reservation fees shall be collected from the Renter by the Company on behalf of the Owner. The Company will remit the fees collected on behalf of the Owner net the Company’s services fee (as set forth in vHub), taxes and any other applicable fees or deductions. The Company shall not be responsible for any fees that are uncollectible by the Company and the Company shall only remit amounts that are actually collected from Renters by the Company. The Company makes no representation or warranty with regards to the collectability of any fees.
Unless otherwise stated, all prices quoted do not include applicable federal and provincial sales taxes. Separate charges for taxes will be shown on the Reservation Confirmation for each Reservation, as applicable. Renters shall be responsible for all sales, use, goods and services, harmonized sales, and other taxes and duties associated with their Reservation. The Company will collect taxes from the Renters on behalf of the Owners and remit such taxes to the appropriate tax authority. Owners hereby acknowledge and agree that they will provide a duly completed copy of Revenu Quebec form FP-2605 to the Company by uploading a copy to vHub.
15. CONSENT TO USE ELECTRONIC DOCUMENTS
You hereby consent to the exchange of information and documents between you, the Company and the Owner or Renter, as applicable, over the Internet or by e-mail, and you agree that the Terms, together with any applicable Reservation Confirmation(s) accepted by the Company or the Owner in electronic form shall be the equivalent of an original written paper agreement. You further agree that all agreements, notices, disclosures and other communications that we may provide to you electronically satisfy any legal requirement that such communications be in writing.
Financial Responsibility: You hereby acknowledge that you are solely liable for your liabilities relating to the Services and you hereby assume all risks of physical loss or damage to Equipment resulting from any cause whatsoever and all risks of third party liability and property damage resulting from the Equipment or you use of the Services. You may fund that liability via any personal or corporate insurance you have available to you as the primary source of funds. Notwithstanding the foregoing, nothing herein is intended to limit your responsibilities or the Company’s legal rights in connection with your use of the Services.
Insurance Coverage: You hereby acknowledge and agree that you will be solely responsible for maintaining at least the legally required minimum general liability insurance through your own commercial or personal insurance policy. You hereby agree to obtain and maintain insurance coverage on the Equipment against all risks of physical loss or damage to property, including, without limitation, risks of fire, theft, collision and such other risks and perils as are customarily insured against by a prudent and diligent owner or renter in similar circumstances. Furthermore, you agree to obtain and maintain third party general liability insurance for limits of not less than $2,000,000 per occurrence covering damages as a result of bodily injury and property damage caused by the Equipment, its condition, possession, maintenance, operation and use.
Proof of Insurance: It is your sole responsibility to pay all insurance premiums and do such other things that are necessary or advisable to maintain the insurance coverage required under this Clause. Renters acknowledge and agree that they will provide the necessary proof of insurance by uploading a copy of their insurance certificate using vHub. Renters further undertake and agree to immediately update their insurance information contained on vHub in the event of any alteration, cancellation or non-renewal of the required insurance coverage or policies.
Owner-Specific Requirements: Notwithstanding anything contained herein, it is the sole responsibility of the Owner to evaluate the accuracy, sufficiency and validity of the insurance coverage and proof of insurance provided by the Renter on vHub. The Owner may, at its sole and absolute discretion, refuse to provide Services to a Renter, for any reason whatsoever, including for insufficient or unsatisfactory insurance coverage or proof of insurance. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE INSURANCE COVERAGE OR PROOF OF INSURANCE, ITS ACCURACY, SUFFICIENCY, SUITABILITY FOR USE OR VALIDITY. FOR AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER ANY INABILITY NOR DENIAL OF AN INSURER TO PAY NOR ANY REVOCATION, CANCELLATION OR MODIFICATION OF AN INSURANCE POLICY SHALL RESULT IN THE LIABILITY OF THE COMPANY AND IN NO CIRCUMSTANCE SHALL THE COMPANY PROVIDE ANY INDEMNIFICATION HEREUNDER.
17. EXCLUSION AND DISCLAIMER OF WARRANTIES
THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE FUNCTIONALITY, THE GOOD WORKING ORDER OR CONDITION OF VHUB, ITS SUITABILITY FOR USE, OR THAT ITS USE, OR ANY INFORMATION OR MATERIAL, INCLUDING ANY DOWNLOADABLE SOFTWARE, ACCESSED FROM OR THROUGH VHUB WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY DOES NOT REPRESENT, WARRANT OR UNDERTAKE THAT ANY ERRORS ON OR RELATING TO VHUB WILL BE CORRECTED, OR THAT ANY SERVER FROM WHICH THE SITE IS OPERATED IS OR WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, THE SERVICES (INCLUDING VHUB) AND ALL MATERIALS AND INFORMATION PROVIDED THROUGH OR ON VHUB ARE PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND THE COMPANY DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION (i) WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE TRANSACTIONS, PRIVACY, OR SECURITY, (ii) ACCURACY, ADEQUACY OR COMPLETENESS OF VHUB AND THE CONTENT THEREOF, THE INFORMATION, MATERIALS AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH VHUB, ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH VHUB OR ANY LINKED SITE; OR (iii) MERCHANTABILITY, QUALITY, TITLE, DURABILITY, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSES, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. THESE EXCLUSIONS ARE IN ADDITION TO ANY SPECIFIC EXCLUSION OTHERWISE PROVIDED IN THE TERMS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE EQUIPMENT, THE OWNER OR RENTER INFORMATION PROVIDED ON VHUB RELATING TO OR ARISING OUT OF ANY SERVICES INCLUDING THE RESERVATION OR USE OF ANY EQUIPMENT AND ANY EQUIPMENT DAMAGE, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE. FOR AVOIDANCE OF DOUBT, THE COMPANY SHALL HAVE NO LIABILITY RELATED TO ANY DAMAGE TO OR CAUSED BY THE EQUIPMENT OR THE USE THEREOF OR BY THE OWNERS OR THE RENTERS.
BECAUSE CERTAIN FEDERAL OR PROVINCIAL LAWS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.
By using the Services you hereby agree to indemnify, defend and hold harmless the Company from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Company in connection with any claim arising out of, based upon or resulting from your use of the Services or any Equipment and any Equipment damage or personal injury, death or property damage caused by the Equipment to anyone or anything. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not, in any event, settle any matter without the written consent of the Company.
FOR THE PURPOSES OF THIS SECTION, “COMPANY” SHALL INCLUDE THE COMPANY’S RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, AGENTS, MANDATARIES, CONTRACTORS, LICENSORS, LICENSEES AND THIRD-PARTY SUPPLIERS.
THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.
19. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO, ANY LOST DATA, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE MATERIALS OR INFORMATION PROVIDED THROUGH VHUB, THE SERVICES, THE TRANSACTIONS CONDUCTED ON OR FROM VHUB, DAMAGES TO THE EQUIPMENT (INCLUDING THEFT) OR DAMAGES CAUSED BY EQUIPMENT TO ANYTHING OR ANYONE, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS, CONTRACTORS, EMPLOYEES OR MANDATARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
IN PARTICULAR, AND WITHOUT LIMITING THE PRECEDING PARAGRAPH, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, DAMAGES ARISING AS A RESULT OF TRANSMISSION ERRORS OR PROBLEMS, TELECOMMUNICATIONS SERVICE PROVIDERS, THE COMPANY’S CONTRACTORS, THE INTERNET BACKBONE, THIRD-PARTY SUPPLIERS OF SERVICES (INCLUDING OWNERS), DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS, MANDATARIES OR SUBCONTRACTORS, OR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY.
IF, DESPITE THE LIMITATIONS ABOVE, THE COMPANY IS FOUND LIABLE FOR ANY DAMAGE OR LOSS IN CONNECTION WITH THE SERVICES, IN NO CASE WILL THE COMPANY’S TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) BE FOR MORE THAN, IN THE AGGREGATE, THE LESSER OF $100 OR THE AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICES PURCHASED BY YOU AND TO WHICH THE CLAIM RELATES.
IF YOU ARE DISSATISFIED WITH THE TERMS OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND ACCESSING THE SERVICES.
CERTAIN FEDERAL, STATE OR PROVINCIAL LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
FOR THE PURPOSES OF THIS SECTION, “THE COMPANY” SHALL INCLUDE THE COMPANY’S RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, MANDATARIES, CONTRACTORS AND THIRD-PARTY SUPPLIERS.
THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.
20. COPYRIGHTS AND TRADEMARKS
Material on vHub, including but not limited to texts, images, illustrations, articles, photographs, software, audio clips and video clips, is owned or otherwise provided by the Company, and the Company does not represent or warrant that such material does not infringe the rights of any other person or entity. The material on vHub is protected in Canada and in other jurisdictions by the Copyright Act and by virtue of the applicable international conventions and treaties. The Company is the owner of the copyright in vHub and, consequently, the material on vHub may not be copied, reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part in any form whatsoever, including but not limited to text, audio or video, without the prior written consent of the Company. Trademarks, logos and service marks (collectively, the “Marks”) displayed on vHub are registered or unregistered Marks of the Company or others, are the property of their respective owners, and may not be used without written permission of the owner of such Marks. Nothing in vHub is to be interpreted as conferring a right to use the Marks or the material protected by the Copyright Act.
Notwithstanding the foregoing, the Company authorizes you to make one electronic or paper copy of the information posted on any page of vHub provided that the copy is used solely for non-commercial, personal purposes and, in each and every case, provided that any such copy remains protected by all copyright, trademarks, service marks and other proprietary notices and legends contained on any such page of vHub. This license does not include any resale of vHub or its contents; any collection of product listings, descriptions or prices; any other derivative use of vHub or its contents; any downloading or copying of information for the benefit of any merchant; or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any page on vHub or any trademark, logo or other proprietary information (including images, text, page layout, or form) of the Company without express written consent of the Company. You may not use any meta tags or any other “hidden text” utilizing the Company’s name or trademarks without the express written consent of the Company. Any unauthorized use of the vHub and/or its contents terminates the permission or license granted by the Company.
Except as otherwise may be expressly provided herein, nothing contained in the Terms shall be construed as conferring by implication, estoppel or otherwise any license or right under any copyright, patent, trademark or other intellectual property right of the Company or any other person or entity.
21. YOUR MATERIAL AND MARKS
The Company is not responsible for any text, image, video, audio, or any information, content, Marks or other materials you may introduce into or post through vHub or any other Company websites (collectively, your “Material”). You acknowledge and agree that your Material does not necessarily reflect the views, ideas or opinions of the Company or any of its divisions, affiliates, subsidiaries, directors, officers, employees, agents, contractors and suppliers and that we disclaim any and all responsibility for any of your Material. You agree never to knowingly or otherwise introduce or post Material that is defamatory, libelous, slanderous, obscene, abusive, fraudulent, or that violates any other party’s proprietary rights, promotes hatred, otherwise gives rise to a criminal offence or civil liability on the part of any person or entity, or that is otherwise unlawful or in contravention of applicable laws and regulations. You hereby agree to defend and hold the Company harmless against all claims, damages, liability, losses or expenses resulting from or related to your Material. The Company reserves the right to edit, alter or delete any Material at any time without prior notice.
Without limiting the generality of the foregoing, any photographs you upload to vHub should depict the Equipment as the main subject of the photograph and may not include children or adults if you do not have their legal consent or any information or images that would violate the privacy rights, intellectual property rights (including but not limited to copyright rights) or any other rights of a third party. We reserve the right to not display or to remove any photographs that we determine, in our sole discretion, do not meet these Terms or are otherwise unacceptable to us.
22. CONFIDENTIALITY OF THE MATERIAL TRANSMITTED
Other than your account information and your information needed to render the Services, the Company does not wish to receive Material from you that is confidential, secret or proprietary information.
For greater certainty, and without limitation to the generality of the foregoing, by posting messages, uploading files, inputting data or engaging in any other form of communication to or within vHub, you hereby grant the Company a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use (including use for promotional and advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit the content of your communications and any ideas or original materials contained therein, in all media now known or hereafter developed. This grant shall include the right to exploit any and all proprietary rights in and to any such communications including, without limitation, any and all rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. You hereby waive all rights you may have to inspect and/or approve of any use by the Company of any material or ideas submitted by you or the right to receive any compensation for such use. You waive all rights to any claim against the Company for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with any of the foregoing. You agree and understand that the Company is under no obligation to use any material or ideas submitted by you in any way whatsoever.
Furthermore, you acknowledge that unprotected e-mail communications and other transmissions over the Internet are not confidential and may be subject to possible interception, alteration or loss. You acknowledge and agree that by submitting any such communications to the Company or vHub, no confidential, fiduciary, contractually implied or other relationship is created between you and the Company other than pursuant to the Terms. The Company shall not be responsible for the payment of any monies to any other party in connection with the Company’s use of any information or material provided by you to the Company or vHub. You also represent and warrant that any and all such information or Material which you provide to the Company, whether provided by you electronically by accessing or using the Services or otherwise, and the Company’s use of this information and Material so provided as permitted in the Terms, does not infringe the rights of any other person or entity.
23. USE OF YOUR MATERIAL BY US
The Company may monitor the access to the vHub (and any other of its websites) and other activities in relation to the Services and may intervene in this regard. However, the Company makes no representation and gives no warranty to that effect. You consent to such surveillance and intervention, if the Company ever decides to do it.
25. LINKS TO OTHER WEBSITES
Links and references to other websites are provided to you as a convenience only. The Company has not reviewed and does not expressly or implicitly endorse other websites or any information or material, or the accessibility thereof, via such links, and does not assume any responsibility for any such other websites, information or material posted thereon, or products or services offered thereon. You may not create links from other websites to vHub, except if expressly permitted by the Company. To obtain such permission, please contact us here.
26. MODIFICATION OF VHUB; RESERVATION OF RIGHTS
The Company may, for any reason in its sole discretion and without notice to you, terminate, change, suspend or discontinue the Services or any aspect of them, including but not limited to any content, features or hours of availability and Company will not be liable to you or any third party for doing so. The Company may also impose rules for and limits on use of the Services or restrict your access to part, or all, of the Services (including vHub) without notice or liability. All rights not expressly granted in the Terms are reserved to the Company.
The Terms shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.
28. GOVERNING LAW
VHub is controlled and operated by the Company from Montréal, Québec, Canada and the Terms, the Services, any use of the Services and any transaction conducted on or from vHub shall be governed by the laws of the Province of Québec and the laws of Canada applicable therein without reference to principles of conflict of laws.
29. DISPUTE RESOLUTION
You acknowledge and agree that any dispute that may arise between you and the Company in respect of the Terms and the transactions contemplated herein shall be resolved by the provincial and federal courts and tribunals sitting in the Province of Québec and you hereby irrevocably submit and attorn to the personal and exclusive jurisdiction and venue of these courts.
If any one of these conditions shall be deemed invalid, void, or for any reason unenforceable, such condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
The Company makes no representation that materials, information or the Services are appropriate or available for use in other locations or jurisdictions other than Canada. Those who choose to access vHub from other locations or jurisdictions do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
33. NO WAIVER
The failure of the Company to enforce any provisions of the Terms or to respond to a breach or default by you or any third party of the Terms shall not in any way waive the right of the Company to subsequently enforce any of the Terms contained herein or to act with respect to similar breaches or defaults.
34. EXPORT LAWS
Products sold or delivered under the Terms shall be subject to export control laws and regulations of Canada. You agree to comply at all times with all such laws and regulations. You hereby agree to indemnify, defend and hold the Company harmless against all claims, damages or liability resulting from breach of the foregoing.
35. ENTIRE AGREEMENT
The Terms, together with all other agreements, terms or conditions incorporated or referred to herein constitute the entire agreement between you and the Company with respect to the use of the Services and any transaction conducted on or from the Site and its contents, and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter hereof, and may not be amended or modified, except in writing or by the Company making such amendments or modifications available to it pursuant to the Terms hereof.
36. NO ASSIGNMENT
You may not assign your rights or obligations herein without the express written consent of the Company.
The Company reserves the right, at its sole discretion, to terminate your access to all or any part of the Services, with or without notice.
The headings used herein are inserted for convenience of reference only and do not affect the construction or interpretation of the Terms herein.
39. CONTACTING US
BY POST MAIL
11505 1st Avenue
Saint-Georges, Quebec Canada
Attention: Privacy Officer
Last updated: April 11, 2019