APPLICATION TÉLÉTRAVAIL S.E.N.C.
GÉNÉRAL CONDITIONS OF USE
LAST UPDATE : November 18th 2022
Table of contents
1 GENERAL CONDITIONS OF USE
1.1 OVERVIEW
1.2 AMENDMENTS
1.3 ACCESS AND USE OF THE TELEWORK SITES
1.4 USER ACCOUNTS
1.5 DOWNLOADS
1.6 LINKS TO OTHER SITES
1.7 PROHIBITED CONDUCT
1.8 ELECTRONIC COMMUNICATIONS
1.9 INTELLECTUAL PROPERTY
1.10 UNSOLICITED USER FEEDBACK AND IDEAS
1.11 APPLE TERMS AND CONDITIONS
2 TERMS AND CONDITIONS FOR TELEWORKERS AND HOSTS
2.1 DECLARATIONS
2.2 BOOKING CONDITIONS
2.3 MODIFICATION OF BOOKING
2.4 TELEWORKERS TERM
2.5 HOSTS TERMS
2.6 SERVICE FEES APPLICABLE TO TELEWORKERS AND HOSTS (THE “SERVICE FEES”)
2.7 CONDITIONS OF CANCELLATION BY THE HOST
2.8 CONDITIONS OF CANCELLATION BY THE TELEWORKER
2.9 TELEWORKER CLAIMS POLICY
2.10 IDENTITY VALIDATION
2.11 COMPLAINTS HANDLING
3 DURATION AND TERMINATION OF THE GTC
4 DISCLAIMERS OF WARRANTIES
5 LIMITATIONS OF LIABILITY
6 INDEMNIFICATIONS
7 DISPUTES
8 GENERAL PROVISIONS
1 GENERAL CONDITIONS OF USE
1.1 OVERVIEW
1. Welcome to the TELEWORK platform. The TELEWORK website, as well as the online platform and the TELEWORK mobile application, are the property of TELEWORK APPLICATION S.E.N.C. and may be operated by one or more of its subsidiaries, affiliates, or licensees (collectively, the “Company”).
2. These terms and conditions (“GTC”) govern your visit/use of the TELEWORK website, the TELEWORK online platform and mobile application and/or other websites or applications operated by the Company that refer to the T&Cs (collectively the “Telework Sites”). The term “you” or “User” refers to the user visiting the Telework Sites, publishing a workspace available for booking (a “Space”), or requesting a reservation through these Telework Sites.
3. These T&Cs set out the legally binding terms that apply to your visit and/or use of the Telework Sites and apply to all Users of the Sites Telework.
4. Please read these GTC carefully. By using, accessing and/or visiting the Telework Sites, you accept and agree to these T&Cs.
5. If you do not accept and do not agree with the T&Cs, you must immediately cease use, access and/or visit the Telework Sites.
6. If you are under the age of 13, you may only visit or use the Telework Sites with the involvement of a parent or guardian. To use the reservation and payment service available on the Telework Sites, you must be at least 18 years old.
7. Please read carefully the Company’s Privacy Policy, located at the https://teleworkapp.com/fr/privacy-policy/ address. By accepting these T&Cs, you also accept our Privacy Policy.
8. By visiting, browsing or using the Telework Sites (including by simply consulting the content of the Telework Sites) and the information, applications and services therein offered (collectively, the “Services”), you and each person you allow access to the Telework Sites through your account (if applicable) agree to be bound by these T&Cs, including the Company’s Privacy Policy and all other rules, operating policies and procedures that may be published by the Company from time to time on the Telework Sites, each of which is incorporated by reference and each of them may be updated or modified by the Company from time to time without notice.
9. The terms and conditions of these GTC are in addition to and do not modify the other agreements between you and the Company, including other agreements that govern your use of the content, tools and information available on or through the Telework Sites.
10. Your use of the Telework Sites is governed by the version of the T&Cs in effect as of the date of the visit or use. You agree to access information on the Telework Sites solely for the purpose of using the Services as found on the Telework Sites.
11. Information, content, materials, offers and descriptions of the Telework Sites may contain typographical errors or inaccuracies. Any dated information is published on its date only, and the Company does not undertake to update or modify this information. You agree that the Company and its subsidiaries, affiliates and owners will not be liable to you or to any third party for such errors or inaccuracies.
12. You agree that these T&Cs do not entitle you to new versions, support, upgrades, updates, additions, patches, or improvements to the Telework Sites (collectively, “Updates”). However, the Company may occasionally provide automatic updates to the Telework Sites in its sole discretion (and without any prior notice to you).
1.2 AMENDMENTS
13. The Company reserves the right, in its sole discretion, without any obligation and without any requirement to provide notice, to change, delete, replace or correct information, the content, documents, features offers and descriptions found on the Telework Sites, these T&Cs, the policies and/or conditions applicable to a Service, registration, opt-in or download (an “Amendment”) and suspend and/or deny or interrupt access to the Telework Sites at any time, at anyone and for any reason.
14. You agree that the Company and its subsidiaries, affiliates and licensees will not be liable to you or to any third party for any Amendment suspension, refusal or interruption.
15. We will notify you of any significant changes to the T&Cs only by posting the new GTC on Telework Sites. Please regularly review these T&Cs to be aware of any changes. The date of the last revision appears at the top of the CG. Your use of the Telework Sites after any changes to the T&Cs means that you accept the revised terms. By continuing to use and access the Telework Sites, you acknowledge and accept the applicable GTC.
1.3 ACCESS AND USE OF THE TELEWORK SITES
16. Subject to these T&Cs, the Company grants you a limited, revocable, and non-exclusive license to access and use the Telework Sites. However, unless otherwise provided of these T&Cs, the content of the Telework Sites is the property of or is owned by the Company licensed and is protected by various intellectual property and other laws, including patent, trademark and copyright laws.
17. Without our express written consent, you may not download (other than by page caching) or modify a Company site or any part thereof, or reproduce, distribute, duplicate, copy, display, sell, mirror or otherwise exploit the Telework Sites, the data appearing on them or any part thereof. You have a limited, revocable, and non-exclusive right to create a hyperlink to the home page of Teleworkapp.com, provided that such link does not represent the Company or Teleworkapp.com in a false, misleading, derogatory, or otherwise offensive manner. You can’t use metatags or any other “hidden text” using the name of the Company, a name of domain of the Company or one or more of the Company’s trademarks or minor variations of these to refer to Telework Sites without our written consent. You may not use disguised references to link to any Company site. Without our prior written consent, you may not exploit the Telework Sites, or any content contained therein for commercial purposes.
18. Any unauthorized use of the Telework Sites or any use in violation of the These T&Cs terminate this limited license.
1.4 USER ACCOUNTS
19. To obtain access to certain features of the Telework Sites, you can, at your choice, sign up for an account. If you register, you are responsible to ensure that the information in your account is accurate, as well as the maintaining of the confidentiality of your account and password, and you agree to take responsibility for all activities that occur under your account or password, and immediately notify the Company of any unauthorized use. The Company reserves the right to refuse service or terminate accounts if you do not adhere to these T&Cs or any other additional terms that may apply to these services, at the reasonable discretion of the Company.
1.5 DOWNLOADS
20. We take reasonable precautions to ensure the security and integrity of any content that we make available for download. However, the use of software or other materials downloaded from the Telework Sites is entirely to your discretion and at your own risk. You are solely responsible for any damage to your computer system or any loss of data resulting or that may result from the use of such a download. We assume no responsibility for viruses, horses of Troy, malicious adware, spyware, or other items potentially harmful resulting from any downloading from the Telework Sites or linked to it. In addition, we can in no way be held responsible, in any measure whatsoever, of any software or hardware related to the Company that would be downloaded from sites or sources outside the Telework Sites.
1.6 LINKS TO OTHER SITES
21. Telework Sites may contain links to third-party websites. You acknowledge and agree that the Company does not control these third-party websites and is not responsible for their content or policies, and that the links are provided for reasons of convenience and do not represent an endorsement by the Company of third-party websites. If you access such third-party websites through these links, you do so at your own risk.
1.7 PROHIBITED CONDUCT
22. You may not use a false email address, impersonate any person, or any entity, or otherwise mislead anyone as to the origin of any User or content. You represent and warrant that you own or otherwise control all rights in the content you submit and/or post, and/or have the right to do; the content is accurate; that the use of the content you provide does not violate these T&Cs, intellectual property laws or other laws, and will not cause any harm or damage to any person or entity; and that you will indemnify the Company for all claims arising from the content you provide.
23. The content you post must not be illegal, obscene, offensive, racist, sexist, hateful, threatening, defamatory, invasive of privacy. It must also not undermine any intellectual property right or otherwise be detrimental to third parties or to the Company (as the Company may determine in its sole reasonable discretion), and must not consist of or contain software viruses, campaign policies, commercial solicitations, advertisements, chain letters, mailings mass or any form of “spam”. You agree to act with respect and integrity, not to interfere or attempt to interfere with the proper functioning of the Telework Sites and not to circumvent or attempt to circumvent any security measures on the Telework Sites.
1.8 ELECTRONIC COMMUNICATIONS
24. When you visit a Company site or send us emails, you contact us electronically and consent to receive communications from us electronically. We can contact you by email or by posting notices on the Telework Sites. You agree that all agreements, notices, disclosures and other communications we provide you through electronic satisfy any legal requirement that such communications must be written.
1.9 INTELLECTUAL PROPERTY
25. Copyright. All content on the Telework Sites, such as texts, photographs, graphics, logos, button icons, images and software, and their compilation, are, unless otherwise indicated, the property of the Company and/or its licensors and are protected by Canadian, U.S. and international copyright laws and other laws and regulations. All software and other hardware available for the downloading from the Telework Sites are, unless otherwise indicated, the property of the Company and are protected by Canadian, U.S. and international law author.
26. Company trademarks, including Company names and other graphics, logos, page headers, button icons, scripts, and service names can be common law trademarks, registered trademarks, or advertising wrap of the Company. You may not use the foregoing in a manner that disparages or discredits the Company or is likely to create confusion among the customers. You may not use the trademarks and/or advertising wrap of the Company in connection with any product or service without our written consent.
27. The User must not use the Company’s intellectual property without obtaining beforehand the written consent of the Company, except for the internal needs of the User that are processed by the Company Services.
1.10 UNSOLICITED USER FEEDBACK AND IDEAS
28. If you have feedback on how we can improve our Services or Telework Sites, you are invited to send an email to contact@teleworkapp.com. All the comments you provide are considered non-confidential and non-exclusive. The Company will be free to use such information without restriction.
29. Furthermore, the Company does not accept or take into account consideration of unsolicited ideas, including (but not limited to) ideas for improvement or novelty in products, technologies, tools, services, processes, materials, advertising campaigns, promotions, marketing plans (each an “Idea Not Solicited”). Please refrain from sending any unsolicited ideas in any form whether to the Company or its employees. This policy is necessary to avoid possible misunderstandings or legal disputes in case of similarity between the services or Company activities and an unsolicited idea.
30. If you decide to relay an unsolicited idea despite the above notice, you accept the following: (1) the unsolicited idea is not confidential or exclusive to you or any third party and you will only rely on previously filed patent protection, if any; (2) the Company shall not owe you or any third party any obligation (including compensation) in connection with the unsolicited idea; (3) The Corporation has full discretion and freedom to use, store or disseminate the Unsolicited Idea to any purpose whatsoever and in any manner whatsoever; and (4) you will indemnify and will not hold responsible the Company of all liabilities, damages, losses, costs and expenses resulting from the Company’s use of the unsolicited idea.
1.11 APPLE TERMS AND CONDITIONS
If you download or use the Telework app through the Apple App Store, you agree to the Apple’s license agreement. For more information, please visit the following Web site: https://www.apple.com/legal/internet-services/itunes/dev/stdeula/
2 TERMS AND CONDITIONS FOR TELEWORKERS AND HOSTS
The site is a platform connecting Users and we are not stakeholders in contracts or transactions concluded between Users of the site.
31. All Users agree to be responsible when using the Telework Sites as well as in any transaction resulting from the announcement or reservation of a Space. We do not own or manage any Space on the Telework Sites, nor can we conclude a related contract. Telework Sites provide a platform that allows Users (hereinafter individually referred to as a “Host”) to offer available Spaces for booking in different price ranges by publishing an ad (an “Ad”) on the Telework Sites and to Teleworker Users (hereinafter individually referred to as a “Teleworker”) to reserve such Spaces for a certain period.
32. We do not take part in any contract or other agreement between Users. Therefore, any part of an actual or potential transaction between a Host and a Teleworker, including the quality, condition, safety or legality of the Spaces advertised, the veracity or accuracy of the Ads (including their content or any notices about a Teleworker or property), the ability of Hosts to rent or sublet a Space or the capacity of Teleworkers to reserve Spaces are the exclusive responsibility of each User.
33. Users acknowledge that they are responsible for complying with all laws, rules and regulations applicable to their use of the Telework Sites, their use of any tool, service or product offered on the Telework Sites and any transaction they enter into on the Telework Sites or in connection with their use of the Telework Sites.
34. Hosts also acknowledge that they are responsible for all laws, all rules, any orders, or regulations applicable to the lease offer and the rental of their Spaces and that they agree to comply with them. Please note that even if we do not take part in any transaction and we do not assume any responsibility for legal or regulatory compliance with the featured spaces on the Site, there may be circumstances where third parties require us to provide information related to your Ad in order to respond to requests from governmental (or other) organizations concerning investigations, litigation or administrative procedures, and we may choose to comply with such requests at our sole discretion.
2.1 DECLARATIONS
35. For the purposes of these GTC, the Teleworker declares to be a merchant who obtains a good or service for the purposes of its trade.
36. For the purposes of these GTC, the Host declares to be a merchant who obtains a good or a service for the purposes of its trade.
2.2 BOOKING CONDITIONS
37. To use the booking and payment service of the Telework Sites you must have an up-to-date Telework account and ensure that all information transmitted through the Service (as defined below) are accurate and complete. Among this information figures a billing address, your name and related information the payment method chosen (the “Payment Method”) and, if applicable, your GST, QST (TPS, TVQ) or other identifiers for tax purposes. By using the Payment Services of Telework Sites, you consent that the Telework Sites or any of their partners, collects and stores the non-financial information you have provided us. Please note that at no time do we and our partners, other than PayPal or other payment (the “Payment Service”), will have access to your banking information.
38. The reservation of a Space (a “Booking”) is made directly on the page of the Host Ad. When you are redirected to the checkout page and you confirm the booking, your stay is automatically accepted and confirmed. Please note that there is no pre-authorization by a third party or Host to approve your booking.
39. When you reserve a Space, you agree to pay all fees related to your booking, including the price of the Space set out in the listing, applicable fees such as service fees as this term is defined below, taxes and any other element identified at checkout (collectively, the “Total Price”). You also agree that we may charge, in the manner described in Section 40 hereof, your Payment Method used to reserve the Listing in order to collect Claim Amounts (as defined in these T&Cs). In addition to these T&Cs, you will be subject to and responsible for compliance with all conditions of the booking, including, but not limited to, cancellation policies and any other regulations, standards, policies or requirements identified in the listing or at checkout that apply to the booking.
40. We use the services of a Payment Service to process all transactions of our Users, for example, the “Authorize and Capture Payment” mode of PayPal for the funds collection when a booking is confirmed by the Teleworker. When the Teleworker confirms their Booking (the “Confirmed Booking”), an authorization triggered by the Payment Service withholds the funds corresponding to the Total Price on your payment method. The Teleworker is then automatically debited the total Price of the Booking. We then have 29 days after authorization to collect the funds. This method of funds collection does not affect your right to a partial or full refund, if applicable. To learn more about this method of funds collection please visit: https://developer.paypal.com/docs/archive/payments/authorize-and-capture-payments/.
41. Please note that when you pay with PayPal, your financial information is never shared with us or our partners. PayPal monitors every transaction to combat fraud, email phishing, and identity theft. Every transaction is secured thanks to their high-level encryption. In case of suspicious items, please contact immediately the security specialist service of PayPal or other Payment Service used. For more information, visit the following website: https://www.paypal.com/dj/smarthelp/home.
2.3 MODIFICATION OF BOOKINGS
42. Hosts and Teleworkers are responsible for any Booking changes (“Booking Changes”) they agree to make through the Telework Sites, and agree to pay any additional amounts, fees or taxes associated with any Booking Changes.
2.4 TELEWORKERS TERMS
43. You are responsible for your own acts and omissions as well as for the acts and omissions of any person you invite through a Booking you have made. For example, this means:
a) that you must leave a Space (and associated goods) in the condition in which it was when you arrived;
b) that you are responsible for paying all claims amounts (as defined below) necessary to cover damages caused by you or your guest(s) to a Space;
c) that you must conduct yourself with integrity, treat others with respect and submit to applicable laws at all times. If you book for an additional Teleworker who is a minor or if you invite a minor into a Space, you must be legally authorized to act on behalf of that minor and become fully responsible for their supervision.
44. When a Booking ends, it is possible for the Teleworker who booked to leave comments about their experience with the Host. These comments must be fair, truthful and impartial. A relevant comment reflects the reality of the experience and does not refer to other superfluous aspects such as political or religious opinions, other past experiences that are not related to the reservation, etc. We don’t check all reviews, so they may turn out to be false and inaccurate. We reserve the right to remove any comments that we deem irrelevant.
2.5 HOSTS TERMS
45. Conditions relating to a Booking. When you receive a Booking confirmation on the Telework Sites, you are responsible for honouring the Booking according to the terms and prices specified in your Ad (Listing?). You also agree to pay any applicable fees, such as the Service Fee (as that term is defined below) and applicable taxes in your province or region for each Booking. We will deduct amounts due from your payment, unless otherwise agreed. The terms and conditions included in your Listing must comply with the T&Cs, the Company’s Privacy Policy and all other operating rules, policies and procedures that may be posted by the Company from time to time on the Telework Sites, and must be prominently disclosed within your Ad.
46. Terms of Your Listing. Your Listing must be detailed about the price you propose for the booking of your space and on any other costs that apply to your Listing. You are responsible for the accuracy and updating of information on your Listing.
47. Host Independence. Hosts are independent entities or individuals. They are not employees, agents, joint venturers or partners of the Company.
48. Approvals. Hosts are solely responsible for obtaining, in a timely manner, all required permits, authorizations, licenses and other approvals (the “Approvals”) to operate its Space in the manner provided for in these GTC.
49. Coverage. Hosts agree that they have or will get any sufficient and appropriate insurance coverage (the “Coverage”) to cover the rental of the spaces that they have registered on the Telework Sites before the arrival of a Teleworker and that they maintain any Coverage until the departure date of any Teleworker. Hosts also agree to provide us with copies of evidence of any Coverage upon request.
2.6 SERVICE FEES APPLICABLE TO TELEWORKERS AND HOSTS (THE “SERVICE FEES”)
50. To insure the proper functioning of the Telework Sites and to cover the costs of our Services, we charge a service fee at the confirmation of the Booking.
51. Host service fees are 7%. These fees are calculated from the subtotal of the Reservation (hourly/daily/weekly/monthly price displayed by the Host before applicable taxes multiplied by the number of hours/days/weeks/month of the Booking) and are automatically deducted from the Host’s payment.
52. Teleworkers’ service fees are 14%. These fees are calculated from of the subtotal of the Reservation (hourly/daily/weekly/monthly price displayed by the host before applicable taxes, multiplied by the number of hours/days/weeks/months of the reservation) and are automatically added to the amount to be paid by the Teleworker. The amount of this service fee is displayed in the total cost calculation on the Booking.
2.7 CONDITIONS OF CANCELLATION BY THE HOST
53. It should be noted that cancellations disrupt Teleworkers’ plans and reduce their reliance on the use of our Services. For this reason, Hosts should strive to respect confirmed Bookings. In case an unexpected event prevents you to honour a Booking, you are responsible for cancelling it as soon as possible, subject to cancellation fees (the “Cancellation Fees”) following:
a. If you cancel a Reservation more than 24 hours before the scheduled arrival time of
Teleworker, the cancellation fee is $ 5 CAD and will be deducted from the next payment;
b. If you cancel a Reservation less than 24 hours, before the scheduled arrival time of
Teleworker in Space, the cancellation fee is $ 10 CAD and will be deducted from the next payment;
54. The cancellation of a Booking is possible at any time before the start of the reservation by means of the cancellation fees. If you wish to cancel a booking, you must go to the level of your Reservation area, select the one to cancel and you will find the cancel button. By clicking on the cancel button, a message will remind you of the amount of Cancellation Fees. Your Host account will then be charged the Fee cancellation.
55. In all cases where the Host cancels a confirmed Booking, the Teleworker is refunded in full the total amount paid in connection with the said Booking, including Service Fees.
56. If we deem that you cancel confirmed Bookings too often, we will have the right to deactivate your ad and/or account.
2.8 CONDITIONS OF CANCELLATION BY THE TELEWORKER
57. By booking a Space, you agree to the following cancellation conditions:
a. If the Teleworker cancels more than 24 hours before the scheduled arrival time, the Teleworker is entitled to a partial refund of the total amount paid at the time of Booking (Total Price paid minus Service Fee). Indeed, we will not make any refund of the Service Fees paid by the
Teleworker.
b. If the Teleworker cancels less than 24 hours before the scheduled arrival time, no refund will be possible. The total price of the Reservation will be charged.
2.9 TELEWORKER CLAIMS POLICY
58. The Teleworker has a maximum of 24 hours after the end of the Reservation to send a claim request, otherwise we reserve the right to refuse this request and any related reimbursement. To do this, the Teleworker goes to his interface, choose the Problematic Booking and click on the icon designed for reporting a problem. The icon will disappear 24 hours after the end of the Reservation. We will analyze the report and make a decision about a possible partial or full refund, depending on the impact the problem had on the experience. Potential problems that may arise include:
a. The Host does not provide a representative space of what he had advertised;
b. The Host does not provide adequate access to the Reserved Area;
c. The Space includes risks to the health and safety of the Teleworker, forcing him not to use the Reserved Space in whole or in part.
2.10 IDENTITY VALIDATION
59. You authorize us and our service providers to validate any information that we may need to complete a transaction. This may involve making comparisons with other databases, to ask you to send us an official identification (e.g. passport, driver’s license, etc.), to provide us with proof that you are the owner of the submitted email address as well as payment methods provided, or any other information the Company deems necessary. In the event that the Company is unable to validate the requested information, we reserve the right to limit, suspend or withdraw your access to our Services.
60. It is difficult to verify the identity of Users on the Internet, and we cannot confirm the purported identity of each User nor assume any liability to this regard. We also encourage you to take other reasonable measures to ensure the identity of the other person and, for Teleworkers, the Space and relevant details of your Booking or Proposed Booking.
2.11 COMPLAINTS HANDLING
61. If a User provides valid evidence that you, or a person you were responsible for, caused damage to real or personal property for which a User (a “Complaining User”) is responsible (a “Damage Claim”), the Complaining User may notify us and/or seek compensation (a “Claim”). You will be notified of the Damage Claim and will have the opportunity to respond. If you agree to pay, or if the Claim is forwarded to us and we determine in our sole discretion that the Claim is valid and that you are responsible for the Claim, we may collect the amount of the Claim from you through the Payment Service.
62. You acknowledge that we may attempt to recover from you any amounts related to the Claim under any insurance policy you hold. You also acknowledge that we may pursue any remedies available against you in accordance with applicable law, including referring the matter to a collection agency and/or taking legal action against you.
63. You agree to cooperate in good faith, not to make any wrongful or misleading statements, to provide any information we may request from you, to sign all written documents and to complete any other act reasonably requested in connection with Claims for damages, User claims, claims under insurance policies or other claims related to your use of the Telework Sites. We reserve the right to block your access to the Telework Sites, temporarily or completely, following the analysis of a claim (a “Claim”) issued to you.
3 DURATION AND TERMINATION OF THE GTC
64. These T&Cs will remain in effect between you and the Company, unless the Company terminates them or you terminate them by deleting all your content from the Service, closing your account, or ceasing to view content accessible through the Telework Sites. Upon termination of the T&Cs for any reason, you shall destroy and delete from all computers and other storage media all copies of any material subject to the intellectual property of the Company or any other User that you have obtained through the use of the Telework Sites. Your statements in the T&Cs and other provisions that by their nature are designed to survive termination will survive any termination or expiration of these T&Cs.
65. Without notice, the Company may terminate your license to access the Telework Sites and/or your user account, if applicable, if you violate the T&Cs or for any other reason, including the Company’s discontinuance of the Telework Sites. Upon termination, any part of these T&Cs that by their nature survives termination shall survive termination of these T&Cs, including, but not limited to, the provisions relating to prohibited conduct, electronic communications, user accounts, downloads, User comments and Unsolicited Ideas, disclaimer of warranties, to the limitation of liability and general provisions will remain in force.
4 DISCLAIMERS OF WARRANTIES
66. YOUR USE OF THE TELEWORK SITES AND THEIR CONTENT IS AND WILL BE AT YOUR OWN RISK. THE TELEWORK SITES AND ALL OF THEIR CONTENT ARE PROVIDED “AS IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. NOTABLY:
a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS RESPECTIVE ASSOCIATES, EMPLOYEES, REPRESENTATIVES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TELEWORK SITES, ALL CONTENT ON SUCH SITES AND SUPPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT AND TITLE.
b. THE COMPANY MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE TELEWORK SITES, AND DOES NOT ENDORSE OR ASSUME RESPONSIBILITY FOR ANY ANNOUNCEMENT POSTED BY ANY THIRD PARTY THROUGH THE TELEWORK SITES.
c. THE COMPANY ASSUMES NO RESPONSIBILITY FOR BUGS, VIRUSES OR OTHER MALICIOUS PROGRAMS THAT MAY BE TRANSMITTED TO OR THROUGH THE TELEWORK SITES, FOR ANY ERROR, FAULT OR INACCURACY IN THE CONTENT, OR FOR ANY LOSS OR DAMAGE RESULTING FROM THE USE OF ANY CONTENT MADE AVAILABLE IN ANY WAY BY THE TELEWORK SITES.
d. THE COMPANY DOES NOT ENDORSE OR GUARANTEE THE EXISTENCE, CONDUCT, PERFORMANCE, SAFETY, QUALITY, LEGALITY OR SUITABILITY OF ANY USER OR AD.
e. THE COMPANY DOES NOT WARRANT THAT IDENTITY OR BACKGROUND CHECKS AND CHECKS PERFORMED ON ADS OR USERS OF THE TELEWORK SITES (IF ANY) WILL IDENTIFY PAST MISCONDUCT OR PREVENT FUTURE MISCONDUCT.
67. SOME JURISDICTIONS DO NOT ALLOW ONE OR MORE OF THESE LIMITATIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
5 LIMITATIONS OF LIABILITY
68. IN NO EVENT SHALL THE COMPANY, ITS ASSOCIATES, EMPLOYEES, REPRESENTATIVES, AGENTS, OR OTHER PARTIES INVOLVED IN CREATING, PRODUCING, OR OPERATING THE TELEWORK SITES OR ITS CONTENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, SYSTEM FAILURE, INTERRUPTION OF SERVICE, REGARDLESS OF THE CAUSE AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO OR INABILITY TO ACCESS OR USE THE TELEWORK SITES OR THEIR CONTENT (INCLUDING SERVICES AND SUPPORT SERVICES OFFERED THROUGH THE TELEWORK SITES OR DOWNLOADABLE MATERIALS), THESE T&Cs, ANY COMMUNICATION, INTERACTION OR MEETING YOU MAY HAVE WITH SOMEONE WITH WHOM YOU INTERACT OR MEET THROUGH, OR ARISING OUT OF, YOUR USE OF THE TELEWORK SITES, , OR THE PUBLICATION OR RESERVATION OF AN ADVERTISEMENT ON THE TELEWORK SITES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES OFFERED BY THE TELEWORK SITES, DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
69. IN ADDITION, THE COMPANY, ITS ASSOCIATES, EMPLOYEES, REPRESENTATIVES OR AGENTS ASSUME NO RESPONSIBILITY FOR ANY FAILURE BY THE HOST TO OBTAIN SUFFICIENT APPROVALS AND COVERAGE, OR TO OBTAIN THEM IN A TIMELY MANNER.
70. The foregoing limitations apply even if a warranty or remedy provided for in the GTC does not serve its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or the other limitations set forth above, so some of the above limitations or exclusions may not apply to you.
6 INDEMNIFICATIONS
71. You agree to indemnify, defend and exonerate the Company, its affiliates, officers, directors, employees and agents (the “Company Parties”) from losses, costs, damages, liabilities and expenses arising out of or related to your use of the Telework Sites and/or any action by you that violates any law, a settlement or the rights of a third party.
72. In particular, you agree to indemnify and hold harmless the Company Parties from any liability (including costs and attorneys’ fees) for any claim or demand made by any third party due to or arising out of your access to or use of the Telework Sites, your violation of these T&Cs, , the violation by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted by you on the Telework Sites (including claims related to defamation, invasion of privacy or any other violation of a person’s rights). Your obligations under the foregoing indemnity shall not be offset by any other claim you may have against any Company Party. You are solely responsible for your use of the Telework Sites, any content you upload, post, email, transmit or otherwise disseminate using or in connection with the Telework Sites, and all consequences thereof, including the use of your content by other Users and third parties. You agree that the provisions of this section shall survive any termination of your account(s) or your use of the Telework Sites or Services.
73. Discharge. In addition, you waive and discharge any claim you may have against any Company Party that relates in any way to the Telework Sites or your use of content offered through the Telework Sites, including any content or recommendations you may receive as a result of registering with the Company.
7 DISPUTES
74. Best efforts to resolve disputes. We mutually agree to use our best efforts to promptly resolve any question, dispute, controversy, claim, or other disputes regarding questions of fact or law arising out of or related to these T&Cs and any subsequent amendments to these T&Cs, including, without limitation, their formation, validity, binding effects, interpretation, performance, breach (anticipated, alleged or actual), or termination, as well as non-contractual claims, and any damages resulting from any of the foregoing (a “Dispute”). We agree to discuss and negotiate with each other, in good faith and taking into account our mutual interests, in order to reach a solution that is fair, equitable and satisfactory to both parties.
75. Arbitration. You waive your right to bring any action in court and/or to participate in class actions. Instead, if we fail to reach a resolution under section 74 within fifteen (15) calendar days of the date on which either of us is notified in writing by the other that a dispute exists (the “Notice of Dispute”),then upon written notice by either of us to the other (the “Notice of Arbitration”), the dispute (including disputes relating to any transaction you have entered into by or in connection with your use of the Telework Sites but excluding disputes referred to in Section 76) shall be finally resolved by arbitration before and under the auspices of the Canadian Commercial Arbitration Centre (the “Arbitration Centre”),in accordance with its Commercial Arbitration Rules of which you acknowledge and which are incorporated herein by reference, subject to the following:
a. the arbitral tribunal shall be composed of a sole arbitrator appointed by mutual agreement of the parties, or failing agreement within fifteen (15) business days of delivery of the Notice of Arbitration, any party may request the Arbitration Center to appoint an arbitrator;
b. the arbitration may be conducted in person, by submission, by telephone or online;
c. the arbitrator shall give each party an opportunity to be present and to be fully heard, by counsel or otherwise, and to cross-examine provided that the parties consult in good faith on an appropriate method of obtaining the testimony of the claimant, including agreement on a means of obtaining direct testimony from the claimant, if any, in a manner that minimizes travel costs and burdens on the applicant;
d. You and the Company expressly agree that any arbitration hereunder may proceed in the absence of any other party who, after formal notice, fails to attend or be represented at such arbitration proceeding or to obtain an adjournment thereof, and that, in such case, an award may be made solely on the basis of the evidence presented by the party present;
e. the arbitration must take place in Laval, in the province of Quebec, or such other places as may be determined by the Company;
f. the arbitrator shall decide the matter under and in accordance with applicable law pursuant to Article 78 (including the scope of this arbitration agreement, any limitation period, set-off claims, conflict of law rules, tort claims, and claims of interest);
g. the arbitrator shall not have the authority to add or amend any provision of the T&Cs; however, 1 this provision should not preclude the arbitrator’s interpretation and construction of the applicable provisions of these T&Cs to the extent necessary to apply those provisions to the dispute;
h. the monetary compensatory sentence must be limited to what is necessary to place the injured party in the position it would have been in had the other party fully complied; the arbitrator may not award special, exemplary, or punitive damages;
i. each party shall be responsible for paying all costs and expenses of its own fees and expert witnesses of its own attorneys’ fees and expert witnesses; all other costs and expenses of the arbitration proceedings, including the arbitrator’s fees and expenses and the cost of transcripts, shall be shared equally by the parties;
j. All decisions of the arbitrator shall be written, shall make detailed findings of fact and findings of law, shall be final, binding and conclusive to the parties, and shall not be subject to appeal unless a court of competent jurisdiction determines that they are fraudulent, capricious, arbitrary, so grossly erroneous legally that they necessarily involve bad faith or are not supported by evidence;
k. all arbitration proceedings shall be closed to the public and confidential and all pleas, briefs or other documents submitted or exchanged, all testimony or other oral presentations and all sentences thereof shall be permanently sealed, except as necessary to obtain confirmation of the arbitral sentence by the court;
l. In no event shall a request for arbitration be made after the date on which the institution of legal or equitable proceedings would be time-barred under the statute of limitations applicable in the jurisdiction in which the arbitration is taking place.
76. Exceptions to informal negotiations and arbitration. You and the Company agree that the following Disputes are not subject to the above provisions regarding informal negotiations and mandatory arbitration: (1) Dispute to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (2) any Dispute related to, or arising out of, allegations of theft, hacking, invasion of privacy or unauthorized use; (3) any application for injunctive relief.
77. Disputes with others. The Company reserves the right, but has no obligation, to monitor and/or manage disputes between you and other Users. If you have a dispute with other Users, you free the Company and hereby agree to indemnify the Company from and against any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
78. Applicable Law. By using a Company Site, you agree that the laws of the Province of Quebec, without regard to principles of conflict of laws, will govern these T&Cs and any dispute of any kind that may arise between you and the Company as a result of your use of the Telework Sites.
79. Limitation period. You agree that any cause of action arising out of or relating to the Telework Sites must be commenced within one (1) year after the cause of action arose, otherwise, it will be definitively prescribed.
8 GENERAL PROVISIONS
80. Entire Agreement. These T&Cs, together with the Privacy Policy and any other applicable agreement, constitute the entire agreement and understanding between the parties with respect to the subject matter of these T&Cs and merge, supersede and cancel all discussions, representations, inducements, promises, undertakings, understandings, agreements or others, whether oral, written, electronic or otherwise, between the parties with respect to such subject matter. Without limiting the generality of the foregoing, no explanation or oral information provided by the parties hereto, or any of them, shall alter the meaning or interpretation of these T&Cs.
81. Other agreements and actions. You and the Company agree to cooperate with each other and to execute and deliver all other documents and insurance and perform all other acts that may, from time to time, be reasonably required or deemed useful by the other party to effectively perform or better prove or perfect the intent and meaning of these T&Cs or to give effect to the provisions of these T&Cs. Without limiting the foregoing, at the Company’s request, you will provide the Company with any documentation, justification, acknowledgement or release necessary to verify your compliance with these T&Cs.
82. Divisibility. In the event that any clause, term or provision of these T&Cs or any part thereof is held by a court, arbitrator or other court of competent jurisdiction to be invalid, inapplicable, in conflict with any applicable law or regulation, or otherwise illegal, these T&Cs shall continue to be in force as if the clause, terms and provisions in question of these GTC or any part thereof were no longer incorporated herein.
83. No Waiver. The fact that the Company does not require or enforce strict performance by you of any provision of these T&Cs or does not exercise any right under these T&Cs shall not be construed as a waiver or waiver of the Company’s right to enforce or rely on such provision or right in this or any other case. The Company may choose to apply parts of these T&Cs more strictly or to interpret certain provisions more strictly with respect to certain Users than it does to Users generally, and such disparate treatment shall not be grounds for not complying with all of these T&Cs as interpreted.
84. No cession by you. Neither these T&Cs nor any rights and/or obligations created in accordance with the terms of these T&Cs may be sold, leased, assigned or otherwise transferred, in whole or in part, by you, and any attempted assignment shall be null and void without the Company’s prior written consent.
85. Successors and assignees. Subject to the provisions of Article 84, these GTC shall apply to the benefit of and be binding on the heirs, executors, administrators, successors and assignees permitted of the parties.
86. Absence of Punitive Damages. You and the Company hereby waive, to the fullest extent permitted by law (and to the extent such waiver is not contrary to the laws in force in Quebec), any right or claim of punitive or exemplary damages against the other and agree that in the event of any dispute between them, each shall be limited to the recovery of actual damages suffered by it.