Dwellness Terms and Conditions — Third Party Contractors
This Terms and Conditions — Third Party Contractors document ("Agreement") governs Your use (the word "use" in this Agreement will mean "access or use") of the Contractor App, Content and Contractor Functionalities. We provide the Contractor App, Content and Contractor Functionalities (or make them available) as a means for You, as a Third Party Contractor, to view (and accept, should You so choose) User requests for Contractor Services and to coordinate payments for performance of such services.
This Agreement is between You (i.e. the Third Party Contractor) ("You" and "Your") and Dwellness Corporation ("We", "Our" or "Us"). Dwellness is solely responsible for the Contractor App, Content and Contractor Functionalities. You are solely responsible for the Contractor Services You provide to end-users of the Website and User App. Your use of Dwellness’s website, located at getdwellness.com (and the webpages within the website) is governed by the terms and conditions located at getdwellness.com/terms ("Website").
Undefined terms above have the meanings given to them under the heading "Select Definitions", below.
You may contact Us by e-mail (email@example.com) with questions about this Agreement.
PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE USING, AND DURING USE OF, THE CONTRACTOR APP. YOU SHOULD REVIEW THIS AGREEMENT FROM TIME-TO-TIME. BY USING THE CONTRACTOR APP YOU ACKNOWLEDGE HAVING READ, UNDERSTOOD AND ACCEPTING THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY IT.
IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THIS AGREEMENT.
Content: means any text, graphics, video, audio, information, data, trademarks, logos, trade names or other content on or within Contractor App, as well as the design, structure, selection, coordination, expression and arrangement of the content on or through Contractor App.
Contractor App: means Dwellness’s mobile software application for Third Party Contractors, which allows Third Party Contractors to learn about Dwellness and to use the Contractor Functionalities. For clarity, Users use the User App.
Contractor Functionalities: means the services and functionalities provided by or accessible through the Contractor App, including the ability to view User requests for and to and book Contractor Services.
Contractor Services: means certain contractor services offered by and provided by Third Party Contractors.
Third Party Contractors: means third party independent contractor service providers, such as You.
User App: means Dwellness mobile software application for Users, which allows Users to learn about Dwellness and to make requests for Contractor Services.
1. YOU MUST BE OVER 18
- You represent and warrant to Us that You (i) are at least the age of majority in Your province or territory of residence; and (ii) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which You are a party.
- FOR MINORS: You will not use THE CONTRACTOR APP, CONTENT OR CONTRACTOR FUNCTIONALITIES.
2. IN ORDER TO USE THE CONTRACTOR FUNCTIONALITIES, YOU MUST SET-UP A DWELLNESS CONTRACTOR ACCOUNT AND PROVIDE ACCURATE INFORMATION
- You may use the Contractor App without setting-up an account.
- In order to use the Contractor Functionalities, You must set-up an account with Dwellness ("Dwellness Contractor Account") via the Website. The Contractor App will direct You to the Website, where the online forms for account set-up are made available. Account set-up is not available on the Contractor App.
- We reserve the right to reject any registration form in Our sole discretion.
- As part of the Dwellness Contractor Account set-up process, You will be asked to provide certain information, such as: address and phone number. You will also be asked to provide payment information (e.g. financial institution and banking account number) so that we can send such information to Our payment processing provider, Stripe. You authorize us to provide this information to Stripe. For further information, see the "Fees & Payments" and "Privacy" sections below.
- If You choose to set-up a Dwellness Contractor Account, then You agree to:
- provide true, accurate, current and complete information;
- maintain and promptly update the information You provide to Us or Our providers; and
- not enter any irrelevant data into any form or data entry field other than the data requested by Dwellness for such field.
- In the event that You provide, or We reasonably suspect that You have provided, any information that is untrue, inaccurate, not current, or incomplete, then We have the right to suspend or terminate Your account and refuse any and all current or future use of the Contractor App, Content and Contractor Functionalities.
3. REQUESTS FOR AND PROVISION OF CONTRACTOR SERVICES
Accepting a Request
- Users may make a request to receive a Contractor Service via the Contractor App (each a "Request") and Users may make separate Requests if they wish to receive multiple Contractor Services. Each Request is limited to one discrete Contractor Service to be provided by one or more Third Party Contractors.
- You acknowledge and agree that each Request is an offer for You (as a Third Party Contractor) to perform the Contractor Service requested in the Request, which You may accept or decline. When You accept the Request, You are entering into a binding contract with the User to perform Contractor Services in fulfillment of the Request ("Assignment").
- Each time You accept a Request to perform an Assignment, You indicate that You are willing, able, qualified and insured (each as set-out in this Agreement) to perform and complete the Assignment. You will leave an adequate amount of travel time to the location of services indicated in the Request, arrive on time, and complete the Assignment to reasonable satisfaction of the User (regardless of the amount of time required to complete) with the time indicated in the in the Request.
- You acknowledge and agree that if We reasonably suspect that You may be unable to fulfill an Assignment in a timely manner, or in a manner that is not in accordance with the standards of professionalism or service discussed in this Agreement or otherwise within reasonable industry standards, then We have the right to cancel the Assignment, replace You with another Third Party Contractor to perform the Assignment, suspend or terminate the Your account, and/or refuse any and all current or future use by the You of the Contractor App, Content and/or Contractor Functionalities.
- If, in connection with a Request, a User provides, or We reasonably suspect that the User has provided, any information that is untrue, inaccurate, not current, or incomplete, then We have the right to deny the Request or cancel the Assignment.
- Users may cancel any Request prior to acceptance of such Request by a Third Party Contractor.
- You may not, under any circumstances whatsoever, cancel an Assignment after the applicable Request has been accepted by You.
- If We (as determined reasonably by Us in our sole discretion) suspect that You have accepted a Request or are about to perform an Assignment in contravention of this Agreement, or if You do not perform any or all of the Assignment in a timely or adequate manner, then We reserve the right to not pay (or to withhold from) You any amounts in respect of the Assignment, to charge You a penalty fee, and/or to replace You as the Third Party Contractor assigned to perform the Assignment. You agree to immediately pay Us such penalty.
Performance of Contractor Services
- You hereby agree to, in performing Contractor Services as part of an Assignment, when communicating with Users regarding Requests and Assignments, and, in any event, when otherwise affiliating yourself with Us to third parties (including Users), and when communicating with Us:
- use sound professional practices in a competent, professional and workmanlike manner;
- uphold the highest level of customer service, including being responsive, prompt, courteous, friendly and helpful;
- be prepared with, and supply Your own, materials and equipment required to perform the Assignment;
- be reliable and consistent in Your performance; and
- be clear in setting expectations with Users and Us regarding timing and other details regarding the Assignment.
Qualifications and Insurance
- You represent, warrant and covenant to Us that You:
- are qualified to perform any Contractor Services that You agree to provide, and that You agree to be eligible to provide, including, without limitation, all requisite training, licensing, certification, education, and similar qualifications that may be required to provide the services;
- will only accept Requests for which You so eligible and qualified;
- hold all required or industry standard insurance and, if You represent Yourself as bonded, bond coverage including public liability, corkers compensation, and workplace safety, to adequately cover property damage, bodily injury, theft, and property loss, in amounts sufficient for your liability under your arrangement with the applicable User;
- will provide Us with all of Your insurance coverage information, and also provide Your insurance company permission to provide Us such information, on request by Us; and
- perform all Contractor Services personally, unless We agree otherwise in writing in each instance.
4. THIRD PARTY CONTRACTORS PROVIDE CONTRACTOR SERVICES. DWELLNESS DOES NOT PROVIDE CONTRACTOR SERVICES AND IS NOT RESPONSIBLE FOR CONTRACTOR SERVICES.
- You acknowledge and agree that each Request is an offer to a Third Party Contractor to perform the Contractor Service requested in the Request, which the Third Party Contractor may accept or decline.
- Contractor Services are provided only by You or other Third Party Contractors, not by Us. When You accept Requests, You are entering into a relationship directly with a User.
- We only act as an intermediary between You and Users who make Requests. We make no guarantee as to whether and when any Request will or may be made or cancelled by a User.
- The Contractor Functionalities allow You to accept Contractor Services and to coordinate payments between You and Users for performance Contractor Services.
- Users decide, in their sole discretion, whether to request Contractor Services. In addition, Users may cancel any Requests prior to acceptance of a Request by a Third Party Contractor.
- You agree that We have no responsibility, whatsoever, for Contractor Services or the performance or fulfillment of Contractor Services. You also acknowledge and agree that We do not have any control over the amount or timing of Requests.
- We are not a party to any agreements or arrangements for Contractor Services. We are not a prime contractor for Contractor Services.
- The provision of Contractor Services is subject to the agreement or arrangement entered into between You and the User.
5. FEES & PAYMENTS; TAXES
- When a User makes a Request, You will be shown the total amount payable to You for the Assignment related to the Request (including the Dwellness rates, based on the then-current Dwellness standard rates) ("Contractor Payment Amount") prior to Your acceptance of the Request. In addition, Contractor Payment Amounts are INCLUSIVE of all Taxes, but EXCLUDE any materials required by You to perform Contractor Services. You are responsible for providing all such materials. We may modify the Dwellness standard rates at any time. "Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes. See further below regarding Taxes.
- You will not negotiate, impose or charge any charges, fees, rates, expenses, etc. We, and our payment processor, handle User’s payments under this Agreement, or attempt to do any of these things.
- Any attempt by You to negotiate or facilitate any payment or charge, etc. outside or in addition to the Contractor Payment Amount in respect of Contractor Services provided by You is a material violation of this Agreement and We may reduce, suspend or terminate Your ability to accept Requests or to provide Contractor Services in connection with this Agreement altogether.
- We will transfer the Contractor Payment Amount to Your financial institution account after we have received payment for the Assignment from the User. Such payment could take up to 72 hours to appear depending on the financial institution involved in the transaction.
- All payments are processed by Stripe, Our payment processor. Such processing is governed solely by Stripe’s terms of service, which are available at stripe.com/ca/terms, and not this Agreement. We have no liability arising from your use of Stripe, or for any arrears by the Payment Processor.
- You agree that if a User makes a claim regarding performance of an Assignment by You, then we reserve the right to withhold any payment to You or demand return from You of any or all of the Contractor Payment Amount paid to You. Any amounts owed to us under this provision will be paid within 5 days of our notification to you. We reserve the right to require you to fix or complete the Assignment, which you agree to do in a timely manner and without additional compensation. If We, in our sole discretion, choose to have a different Third Party Contractor fix or complete the Assignment, You hereby waive any compensation therefor.
- Except as set out in any invoice to a User, we do not collect or remit any Taxes for any payments received in any jurisdiction. You acknowledge and agree that You may be required to comply with income tax and withholding requirements on any income You receive and that if such an obligation arises You will be solely responsible for the timely payment of such tax and any interest or penalties. In no cases will any additional compensation be paid to Third Party Contractors for Taxes. You hereby covenant and agree to remit all required Taxes that You owe or may owe in connection with the provision of Contractor Services and to pay all tax obligations therefrom in a timely manner. If We, in our sole discretion, determine we are required to withhold any Taxes in connection with the provision of Contractor Services, then We may but are under no obligation to do so. You acknowledge and agree that You are solely responsible for all tax compliance relating to Your use of the Contractor App or Contractor Functionalities. If it is later determined that We should have withheld and/or paid Tax but did not withhold or pay such Tax, then You shall repay to us the applicable Tax as requested by Us and indemnify and hold Us harmless from any penalties or interest thereon. You further agree to indemnify and hold Us and Our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable lawyer's fees, arising out of or in connection with any claims by the Canada Revenue Agency or any Taxes related to Your use of the Contractor App or Contractor Functionalities.
6. LIMITED USE RIGHTS; RESTRICTIONS
Limited Use Rights and Conditions
- Subject to the limitations and restrictions below, We grant to You, for Your personal use (or, with respect to an entity, its internal business use) only, a limited revocable, non-exclusive, non-transferable, non-sublicenseable right:
- to use the Contractor App and Content; and
- if You have set-up an account with Us in accordance with Section 2, to use the Contractor Functionalities.
- YOU MUST, in order to exercise any of the use rights granted above:
- Retain, on any allowed copies, prints and downloads, all copyright notices, trademark notices, and other proprietary notices or legends that are on the Contractor App or Content;
- comply with this Agreement; and
- comply with any other rules, procedures, policies, terms or conditions that govern all or any portion of the Contractor App, Contractor Functionalities and Content.
- Except as allowed above, YOU MAY NOT do, or attempt to do, any of the following:
- distribute, display, broadcast, exhibit, transmit, perform, frame, redeliver, use, sell, license, modify, delete, copy, download, publish, reproduce, package, post, create derivative works (where applicable) of, or exploit, any or all of the Contractor App, Contractor Functionalities or Content, without Our express prior written permission;
- violate or attempt to violate the security of, the Contractor App, Contractor Functionalities or Content, or another end-user’s account, in any way through any means or device (e.g. spamming, hacking, uploading viruses or time bombs);
- access or ascertain any other end-user’s password, account, and/or personal information that they have not disclosed or intentionally chosen to disclose publicly;
- decompose, decompile, reverse-engineer, disassemble or otherwise deconstruct the Contractor App, Contractor Functionalities or Content;
- remove or modify any copyright, trademark or other proprietary notice or legend on the Contractor App, Contractor Functionalities or Content;
- use the Contractor App, Contractor Functionalities or Content to, or otherwise in connection with the foregoing, violate any laws, rules or regulations;
- accept any Request that You do not intend to complete for which You are not qualified and insured;
- "stalk", harass, threaten, intimidate, harm, cause nuisance, annoyance or inconvenience to any User, Third Party Contractor or Us;
- provide any Contractor Services outside of those services to which you purport to make available to Users; or
- contact any User for a reason other than responding to a Request or performing an Assignment.
Your Mobile Device
- The Contractor App is made available to You by Us through Google Play (owned or operated by Google) and the Contractor App Store or iTunes (owned or operated by Apple Inc.), for use on an eligible mobile device that complies with this Agreement and is owned or controlled by You ("Your Mobile Device"). Without limitation to any disclaimers in this Agreement, We do not endorse Your Mobile Device and provide no representations, warranties or conditions regarding Your Mobile Device.
- You acknowledge and agree that the Contractor App is intended for use on mobile devices using the Android or iOS operating systems, or such other devices or operating systems as may be approved by Google or Apple, in each case as determined by Google, Apple or the telecommunication provider for Your Mobile Device, in their sole discretion. You will not use the Contractor App or any Contractor Functionalities on a mobile device or an operating system (including an Android or iOS operating system and whether approved by Google or Apple) that has been, in each case, modified or customized in any way (including "rooted", "jailbroken" or "bootleg unlocked") by anyone other than the original equipment manufacturer (or original licensor of the operating system software, as applicable), an authorized distributor or reseller thereof, the applicable telecommunication provider or anyone else acting with the permission or on behalf of any of the foregoing.
- You acknowledge and agree that, by using the Contractor App, Content or Contractor Functionalities on Your Mobile Device, it is possible that some or all of the warranties covering Your Mobile Device may be voided, that Your Mobile Device may be damaged, that data stored in Your Mobile Device may be corrupted, or that You or Your property may be damaged, and that in no event will Dwellness be responsible for any such damage or loss.
You agree to not circumvent Dwellness by working with, or receiving any money from, any person or any Third Party Contractor (introduced to You by Dwellness) for any Contractor Services, other than by means of accepting a Request and personally providing Contractor Services by using the Contractor Functionalities hereunder. This non-circumvention provision shall expire at the end of 2 years from the termination of this Agreement. The parties agree that the provisions of this Section are reasonable and are necessary to protect and preserve the value of the information shared hereunder and to prevent any unfair advantage being conferred on You.
8. INTERNET CONNECTION REQUIRED
An Internet connection is required in order to use the Internet-based features of the Contractor App, Contractor Functionalities and Content. You acknowledge and agree that third party fees (e.g. data transfer) may apply and that You are responsible for any such fees.
9. CONTENT; FEEDBACK
- We do not guarantee the accuracy, integrity or quality of any Content. You understand that by using the Contractor App, and/or Contractor Functionalities, You may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will We or Our licensors be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, You acknowledge and agree that You may not rely on any Content created by Us or made available by Us, except at Your own risk.
- If You submit ideas, suggestions, commentary or feedback to Us regarding the Contractor App, Content, Contractor Functionalities, Third Party Contractors, or Contractor Services (or any other product or service offered by us ("Feedback")), through any means whatsoever, then You agree that We may use the Feedback freely and for any purpose. You grant Us a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Feedback in all formats and distribution channels now known or hereafter devised (including for the purpose of posting such Feedback on the Contractor App, or for developing and marketing products, services or content) without any obligation to You or third parties, including without any requirement for Us to provide You with any credit, notice, approval or compensation for any such use. You waive any and all of Your moral rights in the Feedback.
- You represent and warrant that: (i) You either are the sole and exclusive owner of all Feedback or You have all rights, licenses, consents and releases necessary to grant Us the license to the Feedback; and (ii) neither the Feedback or Our use of the Feedback will infringe any third party’s intellectual property or proprietary rights, or result in the violation of any applicable law or regulation.
- You agree not to provide Feedback that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, whether such material is protected by law. We may, review, monitor, or remove Feedback, at Our sole discretion and at any time and for any reason, without notice to You.
10. UPDATES AND AMENDMENTS TO THIS AGREEMENT
- We may, in our sole discretion, release fixes, patches or updated versions of the Contractor App or Contractor Functionalities or otherwise add or remove services, Content or features (including modifications to the features, availability or functionality of the Contractor App or Contractor Functionalities or any part of any of the foregoing) at any time without notice (each, an "Update"). Upon release into production, each Update will be deemed to become part of the Contractor App or Contractor Functionalities (as applicable) and will be subject to the terms and conditions of this Agreement. If an Update is released to the Contractor App or the Contractor Functionalities, then You may be required to promptly download, install and apply the Update in order for You to be able to continue to access and use the Contractor App or the Contractor Functionalities.
- We may amend this Agreement, or any provision thereof, with immediate effect at any time and without notice. Your use of the Contractor App or any Contractor Functionalities following any such amendment (including those implemented as part of the release of an Update) will constitute your agreement to the terms and conditions of this Agreement in effect at the time of such use.
11. INTELLECTUAL PROPERTY
- The Contractor App, Contractor Functionalities and Content are:
- the property of Us or Our service providers, suppliers or licensors; and
- protected by copyright, both individually and as a collective work or compilation, and by trademark law, patent law and any other applicable laws.
- All trademarks appearing on or in the Contractor App, Contractor Functionalities and Content this Application are the property of Us or Our service providers, suppliers or licensors, unless otherwise indicated.
- You do not and will not acquire any rights or licenses in any copyrights, trademarks, patents or other intellectual property on or in the Contractor App, Contractor Functionalities or Content.
- You agree to abide by any and all proprietary notices, information or restrictions displayed on or in the Contractor App, Contractor Functionalities or Content.
12. THIRD PARTY SERVICES AND CONTENT; APPLE, GOOGLE AND STRIPE ARE BENEFICIARIES
- We are not responsible for information on any third party website or service that is referred in, or accessible or connected by hyperlink to, the Contractor App, Contractor Functionalities or Content. If You access any third party website or service through Contractor App, Contractor Functionalities and Content, then You do so at Your own risk. Hyperlinks do not constitute third party endorsement of, sponsorship or endorsement by, or affiliation with, Us.
- Apple Inc., Google, Inc. and Stripe, and/or their applicable international subsidiaries and affiliates, will be third-party beneficiaries to this Agreement. Such entities are not parties to this Agreement and are not responsible for the provision or support of the Contractor App, Website, Content or Contractor Functionalities in any manner.
- Your use of the Contractor App, Content or Contractor Functionalities using applications developed for Apple iOS or Android mobile devices is subject to terms set forth in the Apple's or Google’s terms of service (as applicable).
- Payment processing is governed solely by Stripe’s terms of service, which are available at stripe.com/ca/terms.
13. LOG-IN METHODS
- Upon account set-up pursuant to Section 2, then You will be asked to establish certain log-in methods (e.g. username and password) in order to sign-in to Your account ("Access Methods").
- You are solely responsible for the confidentiality and security of Your Access Methods. You are responsible for all activities that occur under Your Access Methods and/or account and may not share Your Access Method details with others (including any Third Party Contractor). We are not obligated to inquire as to the authority or propriety of any use of, or action taken under, Your Access Methods and/or account. You must immediately notify Us of any actual or suspected loss, theft or unauthorized use of Your Access Methods, or any other security breaches of which You become aware. We will not be responsible for any loss to You that arises from any use of Your account or Your Access Methods or from Your failure to comply with these provisions.
- Personal information You submit may be transferred to, used on, processed on, and stored on, Our or providers’ servers, which may be located in jurisdictions outside of Canada. As a result, Your personal information may be subject to access requests from, and may be disclosed to, governments, courts or law enforcement in one or more other jurisdictions in complying with such jurisdiction’s (or jurisdictions’) laws, rules, regulations and court orders.
15. TERMINATION AND AFTER TERMINATION
- We reserve the right to reject, suspend or terminate Your use of all or any portion of the Contractor App, Contractor Functionalities or Content at any time and for any reason, in Our sole discretion.
- The terms and conditions in this Agreement will continue to apply to Your past use of the Contractor App, Contractor Functionalities and Content, in the form in which it or they then-existed at the time of the subject use. Furthermore, termination, rejection and/or suspension shall not relieve You of any obligations arising or accruing prior to such termination, rejection or suspension, or otherwise limit any liability that You otherwise may have to Us.
- Upon termination of this Agreement, the provisions of Sections 1, 4 (under the sub-headings "Restrictions", "Additional Restrictions" and "Your Mobile Device"), 7 through 13, and 15 through 24, as well as any other provision hereof that by its nature is intended to survive the termination of this Agreement, will survive such termination.
16. GENERAL DISCLAIMERS; USE IS AT YOUR SOLE RISK
- re: Contractor App, Contractor Functionalities, and Content
- USE OF THE CONTRACTOR APP, CONTRACTOR FUNCTIONALITIES AND/OR CONTENT IS SOLELY AT YOUR OWN RISK, INCLUDING WITH RESPECT TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT.
- THE CONTRACTOR APP, CONTRACTOR FUNCTIONALITIES AND CONTENT ARE PROVIDED AND MADE AVAILABLE "AS IS" WITH NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DWELLNESS HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS IN RESPECT OF THE CONTRACTOR APP, CONTRACTOR FUNCTIONALITIES AND CONTENT (WHETHER STATUTORY, COLLATERAL, IMPLIED, EXPRESS OR ARISING THROUGH A COURSE OF DEALING OR TRADE), INCLUDING ANY WARRANTY OR CONDITION OF QUALITY, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, CURRENCY, ACCESSIBILITY, RELIABILITY, AVAILABILITY, SECURITY, UNINTERRUPTED USE, OR THAT THE CONTRACTOR APP, CONTRACTOR FUNCTIONALITIES OR CONTENT ARE OR WILL BE ERROR-FREE OR VIRUS-FREE.
- NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DWELLNESS WILL CREATE ANY REPRESENTATION, WARRANTY OR CONDITION.
- re: Third Party Contractors, Requests & Contractor Services
- YOUR PROVISION OF THIRD PARTY CONTRACTORS AND RECEIPT OF CONTRACTOR SERVICES, AND YOUR INTERACTIONS WITH USERS, IS SOLELY AT YOUR OWN RISK, INCLUDING WITH RESPECT TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT.
- We make no representation, warranty or guarantee regarding the requests OR THE ASSIGNMENTS, or the users who make the requests, INCLUDING REGARDING availability, timeliness, SAFETY, integrity, PAYMENT, OR THE ABILITY TO MAKE INCOME THEREFROM.
17. EXCLUSIONS OF LIABILITY
- OUR LIABILITY WITH RESPECT TO THIS AGREEMENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- WE AND OUR AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES (INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER TYPES OF DAMAGES) OR LOSSES (INCLUDING LOSS OF SAVINGS, LOSS OF PROFITS, REVENUES, DATA, CONTENT, BUSINESS OR GOODWILL) WHATSOEVER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE CONTRACTOR APP, CONTENT, ANY CONTRACTOR FUNCTIONALITIES, ANY CONTRACTOR SERVICES, REQUESTS, ASSIGNMENTS, OR ANY THIRD PARTY CONTRACTORS).
- THIS SECTION "EXCLUSIONS OF LIABILITY" WILL APPLY TO ALL CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND INJURY), FUNDAMENTAL BREACH, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE, AND WILL APPLY WHETHER OR NOT ANY DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.
- You agree to indemnify, defend and hold harmless Us and Our affiliates, and their directors, officers, employees, agents, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable lawyers' fees) that arise from or relate to Your:
- use of the Contractor App, Content, or Contractor Functionalities;
- provision of any Contractor Service, Assignment or fulfillment of Requests;
- communications with Users;
- breach of this Agreement or any representation, warranty or covenant made by You in this Agreement; or
- violation or misappropriation of any applicable law, statute, ordinance, or regulation, or of any third party's rights.
- We have the right but not the obligation to participate in any defense or settlement. If We choose to participate, each party must pay for its own lawyers' fees. This obligation survives the termination of this Agreement.
19. OTHER COUNTRIES
We make no representation that the Contractor App, Content, or Contractor Functionalities, or any Contractor Service, is appropriate or available for or in locations other than Canada, and using the Contractor App, Content, and/or Contractor Functionalities from, or providing Contractor Services in, jurisdictions where same is illegal is prohibited. Those who choose to use the Contractor App, Content, or Contractor Functionalities, or to provide Contractor Services, from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws.
20. APPLICABLE LAW
All matters relating to this Agreement will be governed by the statutes and laws of the Province of Ontario or the federal laws of Canada, as applicable, without regard to the conflicts of laws principles thereof. You and We also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario or the federal courts of Canada, as applicable, located within the City of Toronto, with respect to any and all matters arising in connection with this Agreement.
21. SEVERABILITY; ENTIRE AGREEMENT; WAIVER
If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire understanding, and supersedes all other understandings, between You and Us concerning the subject matter hereof. No waiver of a right of a party under this Agreement will be effective unless it is in writing and signed by the party waiving its right. A waiver of a right by a party (or failure by a party to enforce a provision of this Agreement) will be effective only in the specific instance and for the specific purpose for which it is provided. No waiver will be deemed a waiver of any prior or subsequent default hereunder.
We may assign this Agreement in whole or in part at any time without Your consent. You may not assign this Agreement or delegate any of Your obligations under this Agreement. Any purported assignment this Agreement in violation of their terms is void from the outset.
23. FORCE MAJEURE
We will not be liable under this Agreement because of a failure or delay in performing our obligations hereunder on account of any cause beyond our reasonable control, such as, strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action.
Headings are inserted for convenience of reference only and will not affect the construction or interpretation of the Agreement. Where the word "including" or "includes" is used herein, it means "including without limitation" or "includes without limitation", respectively. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.
25. LANGUAGE OF THIS AGREEMENT
It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.