Welcome to LimeSpot
- 1.1 Legal Agreement. These Terms of Service (the "Agreement") are a legal agreement between you and LimeSpot Solutions Inc. (together with its affiliates, "LimeSpot", "we", "us" or "our") regarding your use of our software and related services (collectively, the "Services"). In this Agreement, references to LimeSpot, we, us or our shall include subsidiaries, parent companies, joint ventures and other corporate entities under common ownership.
- 1.2 Acknowledgement. You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement on behalf of an entity (such as, but not limited to, a company or partnership), you represent to us that you have legal authority to bind that entity. If you are entering into this Agreement and are an individual, you represent to us that you are 18 years of age or older.
- 1.3 Questions. Any questions you have regarding this Agreement or its terms should be directed to legal@LimeSpot.com.
Use of Services
- 2.1 General. By using the Services, you accept and agree to the provisions of this Agreement without any reservations, modifications, additions or deletions. If you do not agree to any provisions contained in this Agreement, you are not authorized to use the Services. You may be denied access to the Services, with or without notice to you if you do not comply with any of the provisions of this Agreement.
- 2.4 Content You understand that by using the Services you will be exposed to content or products (collectively, "Content") produced, created or made available for purchase by third parties and that such Content may be unlawful, harmful, inaccurate or otherwise inappropriate or deceptive. LimeSpot does not pre-screen Content that is available through the Services and cannot be responsible for any Content accessible or made available to others through the Services. You acknowledge and agree that LimeSpot is not responsible and does not provide any warranty or guarantee for any Content that you purchase through the Services and will not provide or facilitate refunds for any purchases of Content made using the Services.
- 3.4 Storage of Information. If you are a resident of any country outside the United States, including, without limitation, Canada or any country within the European Union, you understand and agree that we may store and process your personal information on computers located in the United States, and that by providing any information to us, you consent to the transfer of such information to the United States. LimeSpot may cooperate with and disclose information to any authority, government official or third party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement whether related or unrelated to your use or misuse of your account with us or the Services.
- 4.2 No Other Changes. Except in accordance with the Section titled "Changes – Modifications to Agreement" above, this Agreement may not be otherwise amended other than by writing signed by you and us. For the purposes of this Section titled "Changes – No Other Changes", writing does not include email and signed does not include an electronic signature.
Ownership of Intellectual Property
- 5.1 LimeSpot Intellectual Property. LimeSpot and our licensors own and reserve all right, title and interest of all rights (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and to the Services and any other LimeSpot product or service. The names, trademarks, logos and graphics files that represent the Services shall not be used without our permission. You acquire no rights whatsoever to all or any part of the Services except for the limited use rights granted by this Agreement. The Services are protected without limitation by Canadian copyright law and international copyright treaty provisions. All rights not expressly granted hereunder are reserved to LimeSpot and our licensors.
- 5.2 Third Party Content. By using the Services to access any Content made available by a third party, you acknowledge and agree that you will follow and comply with the terms and conditions of that third party.
Prohibited Uses and Acts.
Any use of the Services in violation of these Prohibited Uses and Acts is strictly prohibited and can result in the immediate revocation of your limited license granted under the Section titled "Use of Services – Limited License" and may subject you to liability for violations of law. The following restrictions apply to the use of the Services:
- You will restrict any account that you create with us, and any account through which you access the Services including, but not limited to, your SNS account. You are responsible for any use of the Services by anyone, including persons under the age of 18, who use your credit card or other payment instrument through your account with us or with any SNS account through which you use the Services.
- You will not create an account with us using a false identity or information about someone other than yourself;
- You will not create an account with us or use the Services if you have previously been removed by us or have previously been banned by us from using the Services;
- You will not forge headers or otherwise manipulate identifiers for the purpose of disguising your location or the original of any information that you transmit through an account with us or an account with an SNS through which you access the Services;
- You will not use your account with us to engage in sales, advertising, soliciting, or transmitting of commercial advertisements, including chain letters, junk e-mail or repetitive message to anyone;
- You will not use your account with us to engage in illegal conduct or for any illegal or unauthorized purpose, including in any way that violates copy right or other laws applicable in Canada or applicable to you;
- You will not sublicense, rent, lease, sell, trade, gift, bequeath or otherwise transfer your account with us to anyone without our prior written permission;
- You will not access or use an account with us that has been sublicensed, rented, leased, sold, traded, gifted, bequeathed or otherwise transferred from the original account creator without our prior written permission;
- If you access the Services through an SNS you will comply with its terms of service and use as well as this Agreement;
- You will not interfere with or disrupt the operation of the Services or any server or network involved with the operation of the Services including, but not limited to:
- monitoring or crawling of any of our systems that impairs or disrupts the system being monitored or crawled;
- inundating a target with communication requests so that the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective; or
- interfering with the proper functioning of any system, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks or other flooding techniques;
- You will not access or use the Services without permission including attempting to probe, scan or test the vulnerability of a system or to breach any security or authentication measures used by any system;
- You will not modify another website so as to falsely imply that it is associated with the Services, LimeSpot or other LimeSpot products or services;
- You will not, without our prior written permission (including the permissions granted by Agreement):
- copy, distribute (including by framing any of the Services on any web site), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services;
- decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law); or
- make derivative works of the Services; and
- 6.2 Responsibility for Your Conduct. You shall remain solely liable for the information you provide through your use of the Services. You agree to indemnify and hold harmless LimeSpot and its licensors from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to your conduct, your violation of this Agreement, or your violation of any rights of a third party.
- 6.3 Abuse. You acknowledge that any abuse of any kind, including but not limited to threats of abuse or retribution of any LimeSpot customer, LimeSpot employee or any other affiliate or representative of LimeSpot will result in the immediate termination of your use of the Services.
- 6.1 Prohibited Uses and Acts. Any use of the Services in violation of these Prohibited Uses and Acts is strictly prohibited and can result in the immediate revocation of your limited license granted under the Section titled "Use of Services – Limited License" and may subject you to liability for violations of law. The following restrictions apply to the use of the Services:
- 7.1 Your Responsibility for Security. You are solely responsible for maintaining the confidentiality of your email and password associated with any account you create with us or any SNS account through which you access the Services and for restricting access to your password and to your computer while logged into such accounts. You agree to accept responsibility for all activities that occur under your account with us or from your computer.
- 7.2 No Security Guarantee. We endeavor to use reasonable security measures to protect against unauthorized access to your account. We cannot, however, guarantee absolute security of your account or any other information we collect, and we cannot promise that our security measures will prevent third party "hackers" from illegally accessing any account you create with us or any other information. You agree to immediately notify LimeSpot of any unauthorized use of your account or any other breach of security, and to accept all risks of unauthorized access to the account and any other information you provide to LimeSpot or our business partners or affiliates.
- 7.3 Encryption. You acknowledge and agree that your information, except for information that is a credit card number, may be transferred unencrypted over one or more networks and may be changed, modified or otherwise adapted as required to meet the technical requirements of such transmission.
- 7.4 Disclaimer. LimeSpot will not be responsible for any losses arising out of the unauthorized use of your account and you agree to indemnify and hold harmless LimeSpot, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal use of your account or the Services through any SNS account including, but not limited to, any unauthorized purchases made using your account with us or any SNS account which you may have used to access the Services.
- 8.1 Feedback. In the event you elect to communicate to us suggestions for improvements to the Services ("Feedback"), we shall own all right, title, and interest in and to the Feedback and we shall be entitled to use the Feedback without restriction, even if you have indicated such Feedback as confidential or restricted as to our rights or use. You hereby irrevocably assign all right, title and interest in and to the Feedback to us and waive any and all moral rights you may have in the Feedback, and agree to provide us such assistance as we may require to document, perfect, and maintain our rights in and title to the Feedback. You agree that: (a) your Feedback does not contain confidential or proprietary information; (b) LimeSpot is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) LimeSpot shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide; (d) LimeSpot may have something similar to the Feedback already under consideration or in development; and (e) you are not entitled to any compensation or reimbursement of any kind from LimeSpot under any circumstances.
Third Party Web Accounts, Services and Software
- 9.1 Links. The Services may contain links to other web accounts, services or software provided by third parties ("Third Party Content") and over which LimeSpot has no control. Links from the Services to Third Party Content are provided for your convenience only and are not investigated, monitored or checked for accuracy, appropriateness, or completeness by LimeSpot or its affiliates, and neither LimeSpot nor its affiliates is responsible for any Third Party Content accessed through the Services, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Content does not imply approval or endorsement thereof by LimeSpot. If you decide to access or install the Third Party Content, you do so at your own risk and you should be aware that LimeSpot terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Content you navigate to from the Services or relating to any Third Party Content you use or install. LimeSpot reserves the right to change, modify or delete links to Third Party Content without notice.
- 9.2 Promotions. LimeSpot or its business partners may present advertisements or promotional materials on or through the Services. Your dealings with, or participation in promotions of, any third party advertisers on or through the Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that LimeSpot is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party materials on the Services. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by LimeSpot.
Suspension or Termination
- 10.1 By LimeSpot. LimeSpot has the right, in its sole discretion, to suspect, terminate, limit, modify or restrict your access to and use of the Services, or any other LimeSpot product or service, for any reason and at any time. Such termination or suspension may result in the deactivation or deletion of any account you have with us and/or removal of access to the Services through any SNS account. We reserve the right to refuse to provide the Services to anyone for any reason at any time.
- 10.2 By You. You may cancel any account you have with us or discontinue use of the Services, at any time. If you have an account with us that you wish to cancel, you are solely responsible for doing so properly in accordance with any instructions we may provide. If you access the Services through any SNS, you are solely responsible for removing access to the Services from your SNS account in accordance with the instructions provided by the SNS for removal of third party applications or software. Your cancellation of any account with us or removal of the Services from your SNS account will be effectively immediately and LimeSpot will delete any information associated with your or your account reasonably promptly after such cancellation or removal.
- 10.3 Cancellation of Services. LimeSpot reserves the right to stop offering and/or supporting the Services or any part thereof, in its sole discretion and for any reason and at any time, at which point your limited license to use the Services or any part thereof will be automatically terminated.
- 10.4 Surviving Obligations. All provisions of this Agreement which by their nature should survive expiration or termination shall survive the expiration or termination of this Agreement, including, without limitation, ownership provisions, warranty disclaimers, confidentiality provisions and limitations of liability. Termination of your access to Services shall not relieve you of any obligations arising or accruing prior to such expiration or termination or limit any liability which you otherwise may have to LimeSpot, including without limitation any indemnification obligations contained herein.
DISCLAIMERS AND LIMITATION OF LIABILITY
- 11.1 "AS IS" BASIS. THE SERVICES ARE PROVIDED TO YOU "AS IS." ANY USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIMESPOT AND ITS LICENSORS JOINTLY AND SEVERALLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. NEITHER LIMESPOT NOR ITS LICENSORS MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND LIMESPOT AND ITS LICENSORS JOINTLY AND SEVERALLY DISCLAIM ANY LIABILITY RELATING THERETO. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LIMESPOT, ITS LICENSORS OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE.
- 11.2 WARRANTY DISCLAIMER LIMESPOT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT USE OR RESULTS OF THE USE OF THE SERVICES ARE OR WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, LIMESPOT OR ITS LICENSORS MAY MODIFY, SUSPEND, OR DISCONTINUE ANY ASPECT OR FEATURE OF THE SERVICES OR YOUR USE OF THE SERVICES. IF LIMESPOT OR ITS LICENSORS ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE SERVICES, NEITHER LIMESPOT NOR ITS LICENSORS WILL BE LIABLE TO YOU OR ANY THIRD PARTY.
- 11.3 INFORMATION. NEITHER LIMESPOT NOR ITS LICENSORS ARE RESPONSIBLE FOR YOUR INFORMATION. YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. NEITHER LIMESPOT NOR ITS LICENSORS ASSUMES ANY LIABILITY TO YOU (WHETHER JOINT OR SEVERAL) WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
- 11.4 THIRD PARTY CONTENT. LIMESPOT IS NOT RESPONSIBLE FOR THIRD PARTY CONTENT. SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE SERVICES MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT LIMESPOT DOES NOT ASSUME ANY RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.
- 11.5 LIMITATION OF LIABILITY. IN NO EVENT WILL LIMESPOT OR ITS LICENSORS BE LIABLE TO YOU (WHETHER JOINTLY OR SEVERALLY) FOR INDIRECT, DIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, AGGRAVATED, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF LIMESPOT OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, LIMESPOT NOR ITS LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO YOUR ACCOUNT WITH US OR THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING BUT NOT LIMITED TO AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO ACCESS OR STORE ANY OF YOUR INFORMATION.
- 12.1 Equipment. You are responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Services, including, without limitation, a mobile device that is suitable to connect with and use the Services, in case where the Services offer a mobile component.
- 12.2 Fees. You are responsible for any fees, including internet connection, data or other mobile fees that you incur when accessing the Services.
- 12.3 Third Party Service Providers. You acknowledge that LimeSpot uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to run the Services.
- 12.4 Export Compliance and Restrictions. You shall, in connection with your use of the Services, comply with all applicable export, import and re-export control laws and regulations, including but not limited to the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and country specific economic sanctions programs implemented by the Office of Foreign Assets Control and the Canadian Export and Import Permits Act. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services, including the use of the Services to purchase or access any Content, the submission of any of your information through the Services, and the region in which any of the foregoing occur.
- 12.5 Governing Law and Arbitration. This Agreement shall be governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein excluding application of any conflict of laws principles that would apply a different body of law and excluding the United Nations Convention on Contracts for the International Sale of Goods. In the event of a dispute, you agree to finally settle the dispute exclusively by arbitration by one arbitrator, selected by LimeSpot in its sole discretion, under the Rules of Arbitration of the British Columbia International Commercial Arbitration Centre. Arbitration shall take place in Victoria, British Columbia or Vancouver, British Columbia, as determined in the sole discretion of LimeSpot. Notwithstanding the foregoing, nothing in this Agreement will prevent us from seeking injunctive or other equitable relief before any court having jurisdiction over you or otherwise over such subject matter. The Services are intended for use only in jurisdictions where they may lawfully be offered for use.
- 12.6 Equitable Remedies. You acknowledge that the rights granted and obligations made under this Agreement to LimeSpot are of a unique and irreplaceable nature, the loss of which will irreparably harm LimeSpot and which cannot be replaced or compensated for by monetary damages alone. Accordingly, LimeSpot will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Services or any other materials issued in connection therewith or exploitation of the service or other content or material used or accessed through the Service.
- 12.7 Support. LimeSpot is not under any obligation to provide you with any technical support in connection with your use of the Services.
- 12.8 No Waiver. No failure or delay by LimeSpot or its affiliates in enforcing any right or exercising will be deemed a waiver of any right or remedy.
- 12.9 Force Majeure. LimeSpot will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.
- 12.10 Assignment. You may not assign this Agreement or any of your obligations hereunder to any person without the prior written consent of LimeSpot. Any such assignment or transfer in violation of this Section will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
- 12.11 Severability. If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement.
- 12.13 English Language Version is Authoritative. Where LimeSpot has provided you with a translation of the English language version of this Agreement, then you agree that the translation is provided for your convenience only and that the English language versions of the Agreement will govern your relationship with LimeSpot.
- 12.13 ACKNOWLEDGEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.