Last Modified: August 28, 2023
Rubicon Microproducts Inc. is a corporation formed pursuant to the Canada Business Corporations Act, RSC 1985, c C-44
(“Rubicon Microproducts”, “we“, “us” or “our“).
In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:
These terms and conditions (the “Terms“) form a legally binding agreement which govern your access to and use of our website, mobile applications (downloadable only on the official Google Play and Apple App Store) and our online platform hosted at and related domains and subdomains. Collectively our website, mobile applications and web platform are referred to in these Terms as the “Platform”.
These Terms have provisions which limit our liability and impose obligations on you. You must review these Terms carefully before using the Platform. By using Platform, you, the user (“you” or “your“), represent and warrant that (i) you are at least 18 years old; and (ii) you have read and understand these Terms and agree to be bound by them.
If you are using the Platform on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms. In such a case, “you” and “your” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Rubicon Microproducts Inc.
AMENDMENTS
As the Platform continues to evolve, we may, at any time, revise these Terms and our policies by updating this page or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you use the Platform, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Platform after such amendments have been posted. If you do not agree with the amendments, you shall immediately stop accessing the Platform and terminate your account, subject to the terms provided for herein. We may also undertake to send you an email or display notice of any changes to the Terms or policies in your account.
PRIVACY
We use personal information you provide us in accordance with our privacy policy, which is incorporated by reference and available online at Privacy Policy. By using the Platform, you consent to such processing and you represent to us that all information provided by you is accurate.
If you use the Platform to carry on your own business or to provide your own products or services, you agree that it is your responsibility to ensure you comply with applicable privacy laws on the collection, storage and use of personal information you collect on or as a result of your use of the Platform.
About the Platform
The Platform provides a means for businesses to connect with their team and engage and interact with their customers; from invoicing, quoting and messaging to reporting and managing payments. These terms apply to you whether you are an end-user of a service provider (as an employee, contractor or otherwise) or an end customer of a service provider using our platform.
As the Platform merely connect various users to implement our online features, your relationship with us, as an end-user of the platform, is that of an independent contracting party. You are not as an employee of ours and regardless of whether you are acting individually or if you are operating your own business in using the Platform, you are not an agent, joint venture or partner of ours and you hereby waive the application of the Partnerships Act, RSO 1990, c P.5 in Ontario, Canada (where we are based) and any successor or similar legislation in any other jurisdiction. You agree that to the fullest extent permitted by law, no partnership relationship shall exist or be deemed to exist between you and us.
Establishing an Account
To use the Platform you will be required to register an account and provide certain personal information as referenced in our privacy policy. If you are establishing a service provider account, your organization will be required to also agree to our Enterprise Terms and Conditions, which address, among other things, payment for our services in order for you to gain access to your account. Regardless of whether you pay for your account directly or not (for example your employer or other third party may pay fees for you to access your account), you agree that access to your account constitutes good and valuable consideration in exchange for agreeing to these Terms our privacy policy and all other documents and policies incorporated by reference.
Upon establishing an account, we grant you a non-transferable, non-exclusive license to access the Platform in accordance with these Terms. However, we reserve the right to revoke that license and your access to the Platform at any time. We make no representations or warranties as to the ongoing availability of the Platform, or your access to it.
Account Not Transferrable
Access to your account is not transferrable and is only intended for you, the individual who established the account, even if your account is paid for or made accessible to you by an organization (such as your employer or other third party). As a result, you are not permitted to change the name associated with your account.
Account Security
Upon setting up an account, you will be required to create a username and password. You are responsible for safeguarding the password you use to access the Platform and you agree not to disclose your password to any third-party.
You agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to your email account and/or mobile phone number registered on the Platform (i) you are responsible for ensuring that your email address and phone number provided to us are accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.
You agree you are responsible for any activity on your account and all correspondence provided to us from any email address or phone number used to register your account, whether or not you authorized that activity or correspondence. You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you; the person whose name and personal information is registered and associated with the account.
You must immediately notify us of any unauthorized use of your account.
You must inform us of any changes to your contact details and other information provided to us, including, but not limited to, your email address and telephone number.
You acknowledge that the technical processing and transmission of the Platform and related data and information, including your own account data and information, will involve transmissions over various networks and devices, including networks and devices not owned or controlled by us. We rely on a number of third parties to make the Platform available, including data and web hosting providers and payment processors. You accept all risks in using the Platform and you agree and acknowledge that in using online platforms, there is always a risk of unauthorized access to and use of your information, including your personal information.
Acceptable Use of the Platform
In using the Platform, you agree, and you represent and warrant to us and all other users of the Platform, that you:
- Will not use the Platform in a way that has any unlawful or fraudulent purpose or effect;
- Will not perform services for (or in conjunction with) others you meet on the Platform which have any unlawful or fraudulent purpose of effect;
- Will comply with all applicable laws, rules and regulations;
- Will not use or disclose personally identifiable information belonging to others except (i) with their consent; and (ii) in accordance with applicable privacy laws, rules and regulations;
- Will not upload, copy, distribute, share or otherwise use or generate data, content or messages that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, sexual in nature, threatening, racially or ethnically offensive or abusive, that would violate a third party’s rights (including their intellectual property rights), constitute or encourage a criminal offense or give rise to civil liability or damages;
- Will not upload, transmit, disseminate, post, share, store, use any content, data or information, perform any services or do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent or trade secret rights, whether of ours or any third party;
- Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;
- Will not impersonate any person or entity;
- Will not upload, copy, distribute, share, create or otherwise use content, software code or information that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner’s express consent;
- Will not access the Platform by any means other than through the interface provided by us for use, whether via the mobile apps, websites or our API, if we make an API available.
- Will not use any software bot or data scraping techniques that accesses the Platform to scrape or pull data for any purpose, whether such data was displayed publicly or not.
- Will not collect, harvest or store any personally identifiable information, including user account information, from us;
- Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Platform and its underlying software code; and
- Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Platform.
We may, but have no obligation to, remove users from the Platform that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.
ACCEPTANCE OF RISK AND DISCLAIMERS
The Platform merely connects you with other users (whether such other users are service providers, customers or otherwise) and facilitates payments between service providers and their customers using a third party payment processor.
We do not take custody of payments from a customer in exchange for the services of a service provider. To the extent you, as a service provider user, desire to have a contract or other form of agreement with your customer users, it is your obligation to enter such agreement directly with your customers, whether by doing so via the Platform or offline.
Whether you are using our platform as a service provider user, or an end customer, you accept all risks associated with using the Platform, including those arising from interacting with other users.
Our Platform is provided “as is” without warranty of any kind, including but not limited to, all implied warranties and conditions of merchantability and fitness for a particular purpose. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.
Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users on the Platform, our independent contractors, payment processors or third-party service providers.
You agree that, while we strive to have the Platform error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime of the Platform.
We may also perform scheduled maintenance which will result in the Platform being unavailable for certain periods of time.
While users are required to comply with these Terms, including the acceptable use terms listed above, we make no representations and grant no warranties that other users or service providers, who operate independently on the Platform, have in fact or will in fact, comply with all such terms.
We make no representations and grant no warranties as to the content uploaded, products or services provided by or offered by other users on Platform. When you engage with another user of the platform to provide you with products or services, you are engaging with an independent service provider.
While we may do so, we have not necessarily conducted any background checks or verified the identity of other users (including service provider business and their users with accounts on the platform). Simply by virtue of another user or business being listed on our platform does not constitute our endorsement of that user or their business, or that they are trustworthy, or that the products or services they offer are to any particular standard or quality.
While other users of the Platform provide information to us about themselves, their services and their business, we do not independently verify that information or take measures to confirm the identity of other users in all cases and as such, do not make any representation or warranty that any of the information provided about another user is true or accurate.
You acknowledge and agree that we have no control over and do not guarantee the existence, quality, safety, suitability, or legality of any services made available by other users and service providers on the Platform, the truth or accuracy of any user content or any ratings or reviews posted by other users, or the performance or conduct of any other user.
You agree that we shall not be obligated to and accept no liability or responsibility for resolving or managing disputes which may arise between you and any other user or business on the platform. If you have a dispute with another user or service provider, it is your responsibility to take your own legal action against such user.
You agree and acknowledge that there are potential risks, including but not limited to the risk of physical and emotional harm or distress, personal injury, theft of personal property and even death when you connect or interact with someone you meet through the Platform, including but not limited to, people you meet or interact with to perform services for you. You assume all risks associated with dealing with other persons whom you meet, or, come in contact with as a result of using the Platform, whether in person, online or offline, via telephone, text message or any other form of communication.
Limitation of our liability
YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS OR EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL DAMAGES FOR WHICH WE SHALL NOT BE LIABLE TO YOU INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PERSONAL INFORMATION OR ANY OTHER BUSINESS OR ECONOMIC DISADVANTAGE SUFFERED BY YOU, ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH US, THE USE, OR FAILURE TO BE ABLE TO USE, THE PLATFORM, OR ANY RELATED PRODUCTS OR SERVICES.
IF YOU ARE DISSATISFIED WITH THE PLATFORM, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS OR EMPLOYEES, THEN YOUR SOLE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE PLATFORM.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SUCH LIMITATIONS ON LIABILITY, FOR ANY REASONS, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF THE PLATFORM, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN CAD $50.00.
YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE PLATFORM WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
You agree that any provision of these Terms in which you covenant or which obligates you to waive any rights in favour of, limit the liability of, hold harmless or indemnify any person or entity who is not a party to this agreement (such as our directors, officer, shareholders, employees and licensors), that such covenants and obligations are accepted by us as agent and trustee for each such third-party. We declare ourselves trustee of such covenants and obligations for each such third party; such covenants and obligations may be enforced by us on behalf of any such third party.
Indemnification
You agree to indemnify us, our employees, shareholders, directors and officers, and to defend and hold each of them harmless, from any and all claims and liabilities (including reasonable legal fees) which may arise from (i) your violation of these Terms or any policy incorporated by reference; (ii) your violation of any third-party right; (iii) any breach of a representation or warranty made by you to us, either in these terms, privacy policy or otherwise; (iv) any claim for damages suffered by another user of our platform which you caused or contributed to; and (v) any claim or penalties imposed on us arising from or related to your failure to collect or pay any applicable taxes on amounts you earn from using the Platform.
Proprietary Rights
The Platform contains open source and public domain content, licensed content as well as proprietary content owned by us and by third parties. You are not permitted to copy, use or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on the Platform without the express consent of the owner.
All rights, title and interest in and to the Platform are and will remain the exclusive property of SERVICEDECK INC. and our licensors.
The Platform and all content thereon are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. You agree not to reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Platform or any content thereon, without our express written consent. You also agree not to copy, modify or reverse engineer the software code which underlies the Platform.
You are not permitted to use any trademark or trade name of SERVICEDECK INC., including our logos, without our express permission.
Your Content
The Platform permits you and other users the ability to upload and post content (“User Content“). We claim no ownership of your User Content. Although we may do so, we do not pre-screen User Content uploaded or posted to the Platform by you or other users.
In connection with your User Content, you affirm, represent and warrant that you own or have the necessary licenses, rights, consents and/or permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to your User Content in the manner contemplated by the Platform.
You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Platform in order to facilitate the ordinary use of the Platform.
We do not consider proposals or ideas, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements you provide us (“Feedback”) to be confidential information. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.
Copyright Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Platform, please notify us at [email protected]. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer’s account.
Linked Sites
Whether or not we are affiliated with websites or third-party vendors that may be linked to the Platform, you agree that we are not responsible for their content. Internet links found on the Platform, whether posted by us or a third party, are not an endorsement and we do not represent or warrant the accuracy or truth of the contents, or endorse the products, services or information found on said websites. You access those links and corresponding websites at your own risk.
Law of the Contract (Governing Law) and Jurisdiction.
These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.
You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in anyway related to these Terms, all documents incorporated by reference and your relationship with us.
Severability
If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
No Construction Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial By Jury
To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns, directors and officers. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation by Reference
All policies referred to in these Terms or anywhere on the Platform are hereby incorporated by reference, including but not limited to our Privacy Policy.
Termination
You can stop using the Platform at any time. Please contact us to learn more about terminating your account.
We also reserve the right to suspend your account or access to the Platform at any time, if we elect to no longer make the platform available, or we reasonable believe you are in breach of these Terms, or your organization is in breach of the Enterprise Term.
To the extent you have data, documents or information stored on our platform, we may keep a copy of such information for a period of 30 days for you to access or request from us. Thereafter, we will remove all such information from the platform.
The cancellation, suspension or termination of access to the Platform shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.
Assignment of this Agreement
These Terms shall ensure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You are not permitted to assign this agreement or your end-user account, without our express written consent signed by a duly authorized representative of ours. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of the Platform by a third party, the transfer of control of Rubicon Microproducts Inc. or otherwise.
Right to Seek Injunction
Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Waiver
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
New Features
Any new features that augment or enhance the current the Platform, including the release of new versions, new products or services, new integrations, tools and resources, shall be subject to these Terms.
Entire Agreement
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except (i) by publication of a subsequent version of these Terms by us; or (ii) in writing, in an addendum or other agreement, signed by a duly authorized representative of Rubicon Microproducts Inc.
