Last Update: Jan 28, 2019 (v.04052019)

TERMS OF USE

Welcome to the websites for SHIFT Next Level Innovations Inc., dba Conduit (conduit.com) and Shiftsuite (including Shiftsuite Community (condocommunitywebsites.com), Vetted Vendor and Vendor Vetting by Shiftsuite (vettedvendor.ca), Shiftsuite Online Proxies (proxyshiftsuite.com) and condominium owner community sites) (collectively, including condominium owner community websites, and the portals accessed through these websites, the “Website”) which provides access to web applications to facilitate your use and access to various products and services.  The Website is owned and operated by the Company and/or any its affiliates, to provide you with information about the Company, any of its affiliates and the products and services and with tools and services related to the management, community development and engagement in respect of condominium properties (the “Services”).

When you access and/or register with the Website (including any portals from the Website) you agree to be bound by the terms of use[1] set out below (“Terms of Use”). We may change the Terms of Use at any time and will post a notice on the Website home page (with a link to the Terms of Use) when we do so. Changes are effective immediately upon posting. We recommend that you check regularly for changes. Your continued use of the Website and the Services following the posting of any changes to these Terms of Use will mean you accept those changes.

If you do not agree to these Terms of Use, please do not access the Website.

PRIVACY

Please review our Privacy Policy (https://shiftsuite.com/privacy/) which explains how we may collect, use or disclose personal information in connection with your use of this Website and the Services. The Privacy Policy is incorporated into and forms a part of these Terms of Use.

USE OF THE WEBSITE

In order to register with and use the Website you represent and warrant that you are (a) at least 18 years of age, and (b) as our client (or as authorized by our client), obtaining access to the Services, related to the management, community development and engagement and related services in respect of condominium properties you manage or you reside in.

Registration  

To use certain portions of the Website, registration with a unique username, password is required.  You are also required to provide in an accurate and complete manner all information requested by us to provide you access to the Services in connection with the purpose for your registration.  You are responsible for maintaining the confidentiality of your login credentials and for all access and uses of the Services through such login credentials (whether or not authorized by you). You agree to immediately notify us of any unauthorized use of your login credentials. You agree that we may deny access, use and/or registration privileges to any user of the Website or the Services in our sole discretion if we believe that such use or access of the Website or the Services is improper, unlawful, disrupts, or adversely affects or interferes with the Website or the Services.

You grant the Company and its affiliates the right to use your information in connection with the operation of the Website and the provision of the Services to you including any updates, offers and newsletters in respect of the Services[2].

User Conduct

Users will only access or use the Website and the Services for their proper purposes and, in particular will not:

  • post User Content in breach of the User Content Rules (described below);
  • alter, damage, delete any Content or any User Content that is not their own, or otherwise interfere with the ability of others to access the Website Services, or Content, or User Content;
  • use the Website to transmit any unsolicited advertising, promotional materials or other forms of solicitation to Website users;
  • interfere with or disrupt the Website, Services, servers or networks connected to the Website;
  • reproduce, duplicate, copy, use, distribute, sell, or otherwise exploit for any commercial purposes any portion of any Content or User Content;
  • impersonate any other person when using the Website;
  • permit third parties who are not (i) our clients (including other entities that provide similar or competing services to our Services), or (ii) users of services provided by our clients to access the Website or to disclose the content, functionality, features or similar relevant information to such entities;
  • use the Website, Content, or Services in any way that violates any applicable law or regulation.

 

Payment for Services

 

You agree that you will pay for all Services you purchase and that the Company may charge the credit card account as provided by you for the Services (including any applicable taxes). You are responsible for providing the Company with a valid credit card account for payment of all fees at all times. Any payment made is non-refundable, except where required by applicable law.

 

We use Moneris, a third-party payment processor (the “Payment Processor”) to process any payments for the Services.  Any information provided in connection with such payment will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to the terms of this Agreement.

 

WEBSITE CONTENT

In these Terms of Use, “Content” includes the Website, Services, channels, text, graphics, logos, button icons, images, electronic art, animations, audio clips, video clips, digital downloads, data compilations, software and other materials and their organization and presentation, in each case provided, owned or licensed by the Company or its affiliates.

Ownership of Website Content

All Content accessible through this Website is the property of Company or its affiliates or licensors[3], and is protected by copyright laws.   You may not use any trademark displayed on the Website without the written permission of the trademark owner.

Use of, and License to, Website and Content

Except as expressly authorized by Company, any of its affiliates and licensors in these Terms of Use, you agree not to, or enable others to, (including by disclosing and demonstrating the features and functionalities of the Website) reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast, copy, or otherwise make available any of the Content or Services obtained through the Website (including any features or functionalities of the Website) or and will not conduct any systematic or automated data collection activities, including scraping, data mining, data extraction or data harvesting[4].

Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable license to access, use and display on your computer or other electronic access device, the Website and Content, and to download (where permitted by the functionality of the Website), print, or both, a reasonable number of copies of Content provided that the Content is not modified and you maintain all copyright and other proprietary notices.

All other use of the Content or the Website is prohibited and will automatically terminate your rights to use the Website and Content. All rights not expressly granted in these Terms of Use are reserved to Company.

Content on the Website is for informational purposes only and is not intended to serve as any type of advice.

We strive to provide helpful and accurate information on the Website, but we do not verify, endorse or vouch for the information, services or recommendations made or provided by persons other than Company. We are not responsible for the accuracy, reliability, effectiveness, correct use of or the applicability of the information you receive through the Website. Reliance on any information provided by Company or others on the Website is solely at your own risk.

You acknowledge that Company has no obligation to monitor the Website or the Services, Content or User Content accessible, transmitted through or posted to the Website. You agree that Company has the right to monitor the use of the Website or the Services, any Content or User Content electronically from time to time and to disclose any information necessary to: (a) satisfy any legal, regulatory or other government request; (b) to operate the Website or provide the Services properly; or (c) to protect itself, other users of the Website or the Services in accordance with the Privacy Policy.

Links

Links to Third Party Websites. Certain links on this Website may take you to websites that are owned and operated by third parties (“Third Party Sites”).  Company provides these links as a convenience only and does not endorse or have any control over any Third Party Sites or their Content, any products, services or information they provide. If you decide to visit any Third Party Site, you do so at your own risk.

You may not provide hyperlinks to this Website without the prior written consent of Company.

USER CONTENT

When you visit our Website you may upload, post information, comments, photos, reviews and otherwise submit statements, materials, questions or information to discussion boards, online forums or dedicated areas available on the Website and as part of our Services (“User Content”) provided you comply with the User Content Rules below.   

These rules (“User Content Rules”) apply to all User Content. User Content must not:

  • be illegal, fraudulent, obscene, threatening, or defamatory;
  • invade the privacy of, infringe the intellectual property rights of, or otherwise injure any other person;
  • consist of or contain software viruses, or any disabling or malicious devices or code;
  • contain mature, offensive or otherwise inappropriate content;
  • falsely express or imply that such User Content is sponsored or endorsed by a party or entity if the User Content is not sponsored or endorsed by that party or entity; or
  • be used in violation of applicable law, including any privacy laws.

You acknowledge that the Website is a passive conduit for the distribution of User Content by users of the Website and Services (whether they are property managers, residents of condominium buildings or others) and the Company and its affiliates are not responsible or liable to you or to any third party for such User Content or the accuracy of such User Content.  The Company does not monitor (and is not obligated to monitor) any User Content made available on the Website and disclaims any and all liability in respect of such User Content.

Rights to User Content

By uploading or otherwise submitting User Content, you

  • represent and warrant that you own or otherwise control all the rights to the User Content that you submit, that all “moral rights” in such User Content have been waived, that the User Content is true and accurate, and that use of the User Content will not violate these Terms of Use nor cause injury to any person or entity;

 

  • grant Company a worldwide, perpetual, royalty-free, irrevocable, fully sublicensable and non-exclusive right and license to use, produce, reproduce, publish, modify, copy, adapt, transmit, communicate, translate, publicly display and perform, distribute and create compilations and derivative works from such User Content (including in an anonymized and aggregated manner). Such license will apply with respect to any form, media, or technology now known or later developed. You also permit any other user of the Website to access, view, store and reproduce your User Content to the same extent permitted to Company under these Terms of Use.

Company is not responsible for any loss, damage, or corruption that may occur to your User Content and Company does not (and is not obligated to) monitor User Content published by you or other Users, or moderate User Content.  You agree that Company is not liable in any way in respect of any User Content.

Company may at any time and without notice remove any User Content and may in its sole discretion refuse to delete any User Content. Company may preserve and disclose User Content if required to do so by law, or if it believes, in good faith, that such preservation or disclosure is necessary to comply with a legal requirement, enforce the Terms of Use, respond to a claim that User Content violates the rights of a third party, or protect the rights, property or personal safety of others.

DISCLAIMER

This Website, all Content, Services, products and services obtained through it, and all User Content are made available on an “as is” and “as available” basis, without any representation, warranty or condition of any kind, express or implied, or any guaranty or assurance the Website or the Services will be available for use, or that all products, features, functions, services or operations will be available or perform as described. To the fullest extent permitted by law, Company disclaims all implied representations, warranties and conditions relating to the Website, the Services, all Content, products and services obtained through the Website, and all User Content, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement or availability of Service. Company does not warrant that the Website or the provision of Services will meet your requirements or that the operation of the Website or the provision of Services will be uninterrupted or error-free; nor does Company make any warranty as to the result that may be obtained from the use of the Website or the Services or as to the accuracy, reliability, suitability or content of the Website (including any User Content) or the Services. You agree that access to and use of the Website and the information, products and services, Content or User Content available on it is at your own risk.  Neither Company nor any supplier contributing to this Website is responsible for any errors or omissions in any information provided or any reliance on such information, Services, Content or User Content. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Website or the Services. You understand, acknowledge and agree that you are assuming the entire risk including without limitation, accuracy, performance, quality or security of any features or functions of the website, Content or User Content associated with your use of the Website or the Services.

LIMITATION OF LIABILITY

In no event will Company or its affiliates or their respective representatives, licensors, suppliers or service providers be liable for any direct, indirect, punitive, incidental, special, consequential or any damages whatsoever, including, without limitation, damages for loss of use, data or profit, arising out of or in any way connected with the use or performance of the Website or the Services, whether based on contract, tort, negligence, strict liability or otherwise, even if Company had been advised of the possibility of damages.

GENERAL

Indemnification

You agree to indemnify and hold Company, its subsidiaries, affiliates, directors, officers and employees, harmless from all claims, liabilities, damages, losses, including reasonable legal fees and expenses, due to or arising out of your use of the Website or your breach of these Terms of Use.

Termination

Either you or Company may terminate this relationship with or without cause at any time. These Terms of Use will continue to apply to all past use of the Website and Services by you.

You agree that Company may, in its sole discretion, terminate or suspend your access to all or part of the Website for any reason, including, without limitation, for breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating this relationship.

Should you object to the Terms of Use or any subsequent modifications to them or become dissatisfied with the Website in any way, your only recourse is to immediately discontinue your use of the Website.

Applicable Law and Governing Law

You agree to comply with all applicable laws and regulations. These Terms of Use and all related transactions are governed by the laws of the Province of Ontario and the applicable laws of Canada. You and Company hereby agree to the exclusive jurisdiction of the courts of the Province of Ontario and that all court proceedings and hearings will be in English.

Severability

In case any of the provisions of these Terms of Use are for any reason held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions of these Terms of Use, and these Terms of Use will be construed as if they had never contained such invalid, illegal, or unenforceable provision.

Benefit of the Agreement

These Terms of Use are binding upon and will enure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. You may not assign or transfer your rights or obligations under these Terms of Use without Company’s prior written consent, which consent will be at Company’s sole discretion.