BETA User Agreement

This agreement ("Agreement") between you and Paddle Inc. (“Paddle”) governs your use of the Paddle website, located at http://mypaddle.co (the “Site”).

Please read this Agreement carefully.  By using or accessing the Site, you are stating that you have read and understand this Agreement and that you agree to be bound by its terms.  If you do not wish to be bound by these Terms, do not use the Site.

 

1.                  OWNERSHIP AND LICENSE

1.1              The Site and all of its content (“Content”), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by Paddle, our licensors, and certain other third parties.  All rights, titles, and interests in and to the Content and Intellectual Property available via the Site is the property of Paddle, our licensors or certain other third parties, and is protected by Canadian and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.  Paddle owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site. 

1.2              You are granted the limited right to access and use the Site for the purposes of internally testing and evaluating the Site (the “Permitted Use”).  This right is a revocable, limited, worldwide, royalty-free, non-transferable and non-exclusive licence to use the Site exclusively for the purpose of accessing and using the Site in connection with the Permitted Use. You may only use the Site for the Permitted Use. You may not use the Site for any purpose that is unlawful or detrimental in any respect to the operation of the Site or the access or use of the Site by any other person.

1.3              By submitting content through the Site, you grant Paddle a worldwide, non-exclusive, irrevocable, perpetual, no fee, royalty-free license (with the right to sublicense) to use, copy, reproduce, process and transmit such content in connection with the further development and testing of the Site and Paddle’s related services.

1.4              The licenses granted hereunder shall be without charge to both parties.

2.                  RELEASE AND INDEMNITY; LIMITATION OF LIABILITY; No warranty

By using the Services, you agree to release Paddle, its licensors or licensees, partners or their respective employees, officers, directors, consultants, contractors or agents (the “Released Parties”) from any and all liability, claims, demands, losses, costs, expenses, damages (actual and consequential) or actions of any kind and nature (collectively, “Liability”), known and unknown, suspected and unsuspected, disclosed and undisclosed, including reasonable attorney’s fees suffered by you, your executors or heirs, any third party, or their respective successors or assigns, and agree to defend, indemnify and hold harmless the Released Parties from any Liability suffered by the Released Parties with respect to or resulting from (i) the use, inability to use, or the results of the use of the Site and related services, (ii) your breach of this Agreement; or (iii) your violation of any law or the rights of a third party.  Without limiting the generality of the foregoing, the Released Parties will not be liable or responsible for the actions or inactions, acts or omissions, of any other Service user or other third party.

IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND RELATED SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF THE RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE RELEASED PARTIES PROVIDE THE SERVICES ON AN "AS IS" BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY.  THE RELEASED PARTIES SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY LAW OR THROUGH A COURSE OF DEALING OR USAGE OF TRADE.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR CERTAIN LIMITATIONS ON IMPLIED WARRANTIES.  ACCORDINGLY, THE EXCLUSIONS AND/OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

Each Released Party which is not a party to this Agreement is hereby constituted a third party beneficiary of the provisions of this Section 2.

3.                  UPDATES TO THIS AGREEMENT

It is your responsibility to review the Agreement each time you use the Site. EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SITE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF NEW TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SITE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE NEW AGREEMENT FOR YOUR NEW USE.  Any new Agreement will be effective as to new use as of the time that we post them, or such later date as may be specified in them or in other notice to you.  In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.  You can reject any new, revised or additional terms by discontinuing use of the Site.

4.                  NOTICES

You will provide any notices to Paddle by contacting us in writing or by email at the following address: 401 Richmond St West, Unit 365, Toronto ON, M5V 1X3.  Paddle will provide any notices to you by email to the email address you provide upon registration, and such notice will be deemed given upon transmission.

5.                  MISCELLANEOUS

5.1              You may not transfer your rights under this Agreement.  The waiver of any breach or default under this Agreement will not constitute a waiver of any subsequent breach or default.  This Agreement is deemed to be concluded in, and will be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario without regard to principles of conflicts of law.  You agree that any action to enforce this Agreement may be brought in the Province of Ontario.  You further agree to submit to the personal jurisdiction of these courts for the purpose of any proceeding arising out of this Agreement and waive any objections and defenses inconsistent with such venue.

5.2              In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provisions held to be unenforceable.

5.3              This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors (including any successor by reason of amalgamation of any party) and permitted assigns.

5.4              This Agreement may be executed by the parties in counterparts and may be executed and delivered by facsimile portable document format (PDF) or other electronic means and all such counterparts shall together constitute one and the same agreement.