Last Updated: 3 November 2018
Please read these Terms of Service carefully as they contain important information regarding your legal rights, remedies and obligations to comply with applicable laws and regulations.
Hosts should understand how the laws work in their respective countries and cities. Some countries have laws that restrict their ability to charge paying users for certain services, referrals and leads. In many countries, hosts must register, get a permit, or obtain a license before listing a job, solution or service or accepting seekers. Local governments vary greatly in how they enforce these laws. Penalties may include fines or other enforcement. Hosts should review local laws before listing a job, solution or service on Canlead.
We reserve the right to modify this Agreement at any time, and without prior notice, by posting amended terms on this agreement. Your continued use of the Canlead indicates your acceptance of the amended User Agreement.
Canlead provides an online platform that connects hosts who have business opportunities, solutions and referrals to list and work with leads, leaders, candidates or seekers requesting for such business (collectively, the “Services“), which Services are accessible at canlead.io and any other websites through which Canlead makes the Services available (collectively, the “Website“) and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the “Application“).
If you are using the Website, Application or Services and you reside in the UK, these Terms of Service are between you and Canlead Ltd. If you reside outside of the UK, these Terms of Service are between you and Canlead Ireland UC (hereinafter referred to as Canlead Ireland). Canlead Ltd and Canlead Ireland are each hereinafter referred to as “Canlead“, “we“, “us“, or “our“ and Host, Leader, Candidate and Seeker are each hereafter referred to as “user”, “member”, “you”, “they”, “he”, “him”, “she” or “her”.
“Referral” means opportunity to provide leads, recommendations or introductions. Referral-Only means one time introduction and Referral-Plus means value add service (consultancy and advisory) introduction.
“Direct-Service” means opportunity to provide direct services without any agency or broker in between the Seeker and the Host.
“Request” means the notification of interest from the Seeker to the Host
“Opportunity” means “referral service” and “direct service” as all these terms mean a limited license for the duration of the confirmed booking.
“Opportunity Request Period (Referral Request Period and Service Request Period)” means the time period starting from the time when a Referral or Service is requested by a Seeker (as determined by Canlead in its sole discretion), within which a Host may decide whether to confirm or reject that Referral or Service request, as stated on the Website, Application or Services. Different Request Periods may apply in different opportunities.
“Booking” means a limited license granted by the Host to the Seeker to work on the Listing for the limited duration of the confirmed booking, during which time the Host (only where and to the extent permitted by applicable law) retains the right to re-apply for the Opportunity, in accordance with the Seeker’s agreement with the Host.
“Collective Content” means Member Content and Canlead Content.
“Communication” means an email, message via the Application, text message or message to a Chat account.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Canlead Content” means all Content that Canlead makes available through the Website, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.
“Seeker” means a Member (Candidate or Leader) who requests from a Host an Opportunity (Referral or Direct Service) of a Listing via the Website, Application or Services.
“Host” means a Member who creates a Listing via the Website, Application and Services.
“Listing” means a Solution (Product and/or Service) that is listed by a Host as available for Booking via the Website, Application, and Services.
“Member” means a person who completes Canlead’s account registration process, including but not limited to Hosts and Seekers, as described under “Account Registration” below.
“Member Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or Canlead promotional campaign to be made available through the Website, Application or Services.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), transient occupancy taxes, tourist or other visitor taxes, business taxes, fees (such as convention center fees) that Hosts may be required by law to collect and remit to governmental agencies, and other similar municipal, state, and national indirect or other withholding and personal or corporate income taxes.
2 TERMS OF SERVICE
In addition, certain areas of the Website and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Website, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Website, Application, Services, or Collective Content.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Website, Application or Services. Failure to use the Website, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.
The site, application and services comprise an online platform through which hosts may create listings for opportunities and seekers may learn about and book opportunities directly with the hosts. You understand and agree that Canlead is not a party to any agreements entered into between hosts and seekers, nor is canlead a business broker, agent or insurer. Canlead has no control over the conduct of hosts, seekers and other users of the site, application and services or any services, and disclaims all liability in this regard to the maximum extent permitted by law.
If you choose to create a listing on canlead, you understand and agree that your relationship with canlead is limited to being a member, not an employee, third-party contractor, agent or partner of canlead for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of canlead. Canlead does not control, and has no right to control, your listing, your offline activities associated with your listing, or any other matters related to any listing, that you provide. As a member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of canlead, including by inappropriately using any canlead intellectual property.
You acknowledge and agree that, by accessing or using the site, application or services or by downloading or posting any content from or on the site, via the application or through the services, you are indicating that you have read, and that you understand and agree to be bound by these terms and receive our services (including, where applicable, programs such as the host protection insurance program, whether or not you have registered with the site and application. If you do not agree to these terms, then you have no right to access or use the site, application, services, or collective content. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Canlead reserves the right, at its sole discretion, to modify the Website, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Website or via the Application and/or provide you notice of the modification by email. We will also update the “Last Updated” date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Website, Application or Services will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Website, Application and Services. If you do not close your Canlead Account you will be deemed to have accepted the changes.
The Website, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Website, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Website, Application or Services you represent and warrant that you are 18 or older.
For users in the United Kingdom, Canlead will, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside the United Kingdom, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from Canlead’s vendors.
5 HOW THE WEBSITE, APPLICATION AND SERVICES WORK
The Website, Application and Services can be used to facilitate the listing and Requesting of Direct-Services and Referral-Services. Such Services are included in Listings on the Website, Application and Services by Hosts. You may view Listings of Direct-Services as an unregistered visitor to the Website, Application and Services; however, if you wish to view Listings of Referral-Services and request a Direct-Service or Referral-Service or create a Listing, you must first register to create a Canlead Account (defined below).
As stated above, Canlead makes available an online platform or marketplace with related technology for Seekers and Hosts to meet online and arrange for Bookings of Services directly with each other. Canlead is not an owner or operator of businesses, nor is it a provider of businesses. Unless explicitly specified otherwise in the Canlead platform, Canlead’s responsibilities are limited to facilitating the availability of the Website, Application and Services.
Please note that, as stated above, the site, application and services are intended to be used to facilitate hosts and seekers connecting and booking services directly with each other. Canlead cannot and does not control the content contained in any listings and the condition, legality or suitability of any services. Canlead is not responsible for and disclaims any and all liability related to any and all listings and services. Accordingly, any bookings will be made or accepted at the member’s own risk.
6 ACCOUNT REGISTRATION
In order to access certain features of the Website and Application, and to book an Opportunity or create a Listing, you must register to create an account (“Canlead Account“) and become a Member. You may register to join the Services directly via the Website or Application or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites (“SNS“) (including, but not limited to, LinkedIn and Facebook; each such account, a “Third-Party Account“), via our Website or Application, as described below. As part of the functionality of the Website, Application and Services, you may link your Canlead Account with Third-Party Accounts, by either:
(i) providing your Third-Party Account login information to Canlead through the Website, Services or Application or
(ii) allowing Canlead to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Canlead and/or grant Canlead access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Canlead to pay any fees or making Canlead subject to any usage limitations imposed by such third-party service providers. By granting Canlead access to any Third-Party Accounts, you understand that Canlead will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the Website, Services and Application via your Canlead Account and Canlead Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Canlead Account on the Website, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Canlead’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Website, Services and Application. You have the ability to disable the connection between your Canlead Account and your Third-Party Accounts, at any time, by accessing the “Settings” section of the Website and Application. Please note that your relationship with the third-party service providers associated with your third-party accounts is governed solely by your agreement(s) with such third-party service providers. Canlead makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Canlead is not responsible for any SNS Content.
Your Canlead Account and your Canlead Account profile page will be created for your use of the Website and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Canlead Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Canlead reserves the right to suspend or terminate your Canlead Account and your access to the Website, Application and Services if you create more than one (1) Canlead Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.
You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.
Unless expressly authorized by a specific feature on Canlead, you are not permitted to share your Canlead Account with anyone or allow others to access or use your Canlead Account. Canlead may enable features, in our discretion, that allow other Members to take certain actions associated with your Canlead Account, on your behalf with your express authorization, such as having your executive assistant, travel agent, or employer book on your behalf or adding a family member to your account as an additional Host. You agree that you will take sole responsibility for any activities or actions under your Canlead Account, whether or not you have authorized such activities or actions. You will immediately notify Canlead of any unauthorized use of your Canlead Account.
7 OPPORTUNITY (REFERRAL AND DIRECT SERVICE) LISTINGS
As a Member, you may create Listings. To create a Listing, you will be asked a variety of questions about the Opportunity to be listed, including, but not limited to, the industry, location, product, service, capacity, size, features, and availability of the Opportunity and pricing and related rules and financial terms. In order to be featured in Listings via the Website, Application and Services, all Opportunities must have valid contact names and email addresses. Listings of direct-services will be made publicly available via the Website, Application and Services. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, Seeker and Host preferences, ratings and/or ease of Booking.
Other Members will be able to book your Opportunity via the Website, Application and Services based upon the information provided in your Listing, your Seeker requirements, and Seekers’ search parameters and preferences. You understand and agree that once a Seeker requests a Booking of your Opportunity, you may not request the Seeker to pay a higher price than in the Booking request.
You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the Booking of, or a Seeker work on an Opportunity in a Listing you post
(i) will not breach any agreements you have entered into with any third parties, such as business association, or other third party agreements, and
a. be in compliance with all applicable laws, Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Opportunity included in a Listing you post (including having all required permits, licenses and registrations), and
b. not conflict with the rights of third parties. Please note that Canlead assumes no responsibility for a Host’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Canlead reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Canlead, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Canlead’s then current Policies and Community Guidelines or Standards, Trademark & Branding Guidelines, or otherwise harmful to the Website, Application or Services.
If you are a Host, you understand and agree that Canlead does not act as an insurer or as your contracting agent. If a Seeker requests a Booking of your Opportunity and manage your Opportunity, any agreement you enter into with such Seeker is between you and the Seeker and Canlead is not a party to it.
When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a Booking of your Opportunity, such as requiring Members to have a profile picture or verified phone number, in order to book your Opportunity. Any Member wishing to book Opportunities included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the “Hosting” section of the Website, Application and Services.
If you are a Host, Canlead makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm or preapprove for Booking for your Opportunity. You acknowledge and agree that, as a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Opportunity at your request or invitation, excluding the Seeker (and the individuals the Seeker invites to the Opportunity, if applicable.)
Canlead recommends that Hosts obtain appropriate insurance for their Opportunities. Please review any insurance policy that you may have for your Opportunity carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of or relating to Seekers (and the individuals the Seeker invites to the Opportunity, if applicable) while working on your Opportunity. Please also review such policy for any interaction with the Canlead Host Protection Insurance Program, to the extent provided in your jurisdiction.
Canlead may offer Hosts the option of having photographers take photographs of their Opportunities. If you as a Host choose to have photographer do this, Canlead shall own all copyrights in photographs taken but these photographs will be made available to you to include in your Listing with a watermark or tag bearing the words “Canlead.com Verified Photo” or similar wording (“Verified Images“). You agree that you alone are responsible for ensuring that your Listing is accurately represented in the Verified Images. You alone are responsible for using the Verified Images for your Listing and you warrant that you will cease to use the Verified Images or any other images if such images cease to accurately represent your Listing or if you cease to be a Host for the Listing featured. All images, materials and content created by these photographers, including Verified Images, constitute Canlead Content, regardless of whether you include them in your Listing and you agree not to use them except in your Listing without prior authorization from Canlead. If your Canlead Account is terminated or suspended for any reason, you shall not use Verified Images in any way. You agree that Canlead retains its right to and may use the Verified Images for advertising, marketing, commercial and other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation.
8 NO ENDORSEMENT
Canlead does not endorse any Member, Listing or Opportunity. You understand that Verified Images are intended only to indicate a photographic representation of the Opportunity at the time the photograph was taken. Verified Images are therefore not an endorsement by Canlead of any Member, Listing or Opportunity.
Members are required by these Terms to provide accurate information. Although Canlead may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity or background.
By registering for an Canlead Account, you agree that Canlead may – but is not obligated to – request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we’ll request and use it in compliance with applicable law, including the Fair Credit Reporting Act.
Any references in the Website, Application or Services to a Member being “verified” or “connected” (or similar language) only indicate that the Member has completed a relevant verification or identification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Canlead about any Member, including of the Member’s identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Website, Application and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to work with a Host or to accept or pre-approve a Booking request from a Seeker, or to have any other interaction with any other Member. Except as provided in the Canlead Host Guarantee Terms and Conditions (“Canlead Host Guarantee“), which is an agreement between Canlead and Hosts, we are not responsible for any damage or harm resulting from your interactions with other Members.
By using the Website, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Canlead with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Website and Services regarding any Bookings or Listings made by you. This limitation shall not apply to any claim by a Seeker against Canlead regarding the remittance of payments received from a Host by Canlead on behalf of a Seeker, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.
9 BOOKINGS AND FINANCIAL TERMS
Fees and Payments
The Host alone, and not Canlead, is responsible for the fees for their listings. There are two type of fees:
Referral Service Fees
Means the amounts that are due and payable by a Host in exchange for the Referrer’s or Leader’s work on a Referral Opportunity. The Host set the Referral Service fee when they create their listings.
Direct Service Fees
Means the amounts that are due and payable by a Host to the Seeker/ Candidate for a Direct Service Opportunity. The Host set the Direct Service fee when they create their listings.
Host Service Fees
Means the fee that Canlead charges a Host for the use of the Service, which is calculated as a percentage (10%) of the applicable Referral Service Fees or Direct Service Fees. The Host Service Fees will be displayed to the Host and Leader after each payment is made.
Total Service Fees
Means collectively the Referral Service Fees or the Direct Service Fees and the Host Service Fees plus any Taxes.
Means a payment method that you have added to your Canlead Account, such as a credit card, debit card or bank account.
9.2 Bookings/ Referrals and Financial Terms for Hosts
If you are a Host and a Booking is requested for your Opportunity via the Website, Application or Services, you will be required to either preapprove, confirm or reject the Opportunity request within the Opportunity Request Period, otherwise the Opportunity request will automatically expire. When an Opportunity is requested via the Website, Application or Services, we will share with you
(i) the first and last name of the Seeker who has requested the Opportunity,
(ii) a link to the Seeker’s Canlead Account profile page,
(iii) if the Seeker and Host have both connected their Canlead accounts to SNS and have not turned off sharing of social connections, the names of any shared connections on such SNS, and
(iv) an indication of whether or not the Seeker has provided other information to Canlead, such as a verified email address, connection to SNSs, or a government ID. If you are unable to confirm or decide to reject an Opportunity request within the Opportunity Request Period, any amounts collected by Canlead (via Canlead Payments) for the requested Opportunity will be refunded to the applicable Seeker. When you confirm an Opportunity requested by a Seeker, Canlead will send you a Communication confirming such Opportunity, depending on the selections you make via the Website, Application and Services.
Canlead Payments will collect the Total Service Fees from Hosts at the time upon the Host’s confirmation of Approval and will initiate payment of the Opportunity Fees (less applicable fees and taxes) to the Seeker at the time and as further described in the Payments Terms.
9.3 Bookings/ Referrals and Financial Terms for Seekers
The Hosts, not Canlead, are solely responsible for honoring any confirmed Bookings and making available any Opportunities reserved through the Website, Application and Services. If you, as a Seeker, choose to enter into a transaction with a Host for the Booking of an Opportunity, you agree and understand that you will be required to enter into an agreement with the Host and you agree to accept any terms, conditions, rules and restrictions associated with such Opportunity imposed by the Host.
You acknowledge and agree that you, and not Canlead, will be responsible for performing the obligations of any such agreements, that Canlead is not a party to such agreements, and that, with the exception of Canlead Payments’ obligations pursuant to the Payments Terms, Canlead (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.
The Total Fees payable will be displayed to a Seeker before the Seeker sends a Booking request to a Host. As noted above, the Host is required to either pre-approve, confirm or reject the Booking request within the Booking Request Period; otherwise, the requested Booking will be automatically cancelled. Upon receipt of your Booking request, Canlead Payments may initiate a pre-authorization and/or charge a nominal amount to your Payment Method pursuant to the Payments Terms. If a requested Booking is cancelled (i.e. not confirmed by the applicable Host), any amounts collected by Canlead Payments will be refunded to such Seeker, depending on the selections the Seeker makes via the Website and Application, and any pre-authorization of such Seeker’s Payment Method will be released, if applicable.
You as a Seeker agree to pay the Total Fees for any Booking requested, and in most cases confirmed, in connection with your Canlead Account. Canlead Payments will collect the Total Fees pursuant to the Payments Terms.
Once your confirmed Booking transaction is complete you will receive a confirmation Communication summarizing your confirmed Booking.
9.4 Service Fees and Other Fees
In consideration for the use of Canlead’s online marketplace and platform, Canlead charges Service Fees. Canlead Payments collects these Service Fees pursuant to the Payments Terms, and, where applicable, may also collect Taxes (such as VAT in Europe) in respect of the Host Fees and Seeker Fees. Canlead Payments deducts the Host Fees from the Opportunity Fees before remitting the balance to the Host as described in the Payments Terms. Seeker Fees are, as noted above, included in the Total Fees.
Applicable Seeker Fees, as well as Taxes collected by Canlead, will be shown to Seekers via the Website and Application at checkout, prior to their submission of a Booking request. And, Canlead will disclose applicable Host Fees to Hosts via the Website and Application. More information on Services Fees can be found at the Canlead Help Centre.
9.5 General Booking and Financial Terms
9.5.1 Cancellations and Refunds
If a Host cancels a confirmed Booking made via the Website, Platform and Service:
(1) Canlead will charge a cancellation fee of £0.00.
If a Host cancelled a confirmed Referral and you, as a Leader, has not received a Communication from Canlead, please contact Canlead.
(1) The payments will show as “Cancellation Fees” in your statement.
If, as a Leader, you wish to cancel a confirmed Referral made via the Website, Application and Service, either prior to or after arriving at the Referral, there will be no cancellation charges.
In certain circumstances, Canlead may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking / Referral made via the Website, Application and Services. This may be for reasons set forth in Canlead’s Extenuating Circumstances Policy or for any other reason.
9.5.2 Resolution Centre
Members may use the Resolution Centre to send or request money for refunds, services or damages related to their Bookings/ Referrals. You agree to pay all amounts sent through the Resolution Centre in connection with your Canlead Account, and Canlead Payments will handle all such payments pursuant to the Payments Terms. When a Member agrees to provide services or amenities to another Member via the Resolution Centre, both parties acknowledge and agree that they, and not Canlead, will be responsible for performing their respective obligations of any such agreements, that Canlead is not a party to such agreements, and that, with the exception of Canlead Payments’ obligations pursuant to the Payments Terms, Canlead (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements and the services or amenities provided.
9.5.3 Rounding Off
Canlead may, in its sole discretion, round up or round down amounts that are payable from or to Seekers or Hosts to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest sterling pound, dollar, euro or other supported currency); for example, Canlead will round up an amount of 202.00, and 201.00.
Some currencies are denominated in large numbers. In those cases, Canlead may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Canlead to round up an amount of 1,025 up to 1,030 and 1,033 down to 1,030, or 25,250 up to 25,300 and 25,339 down to 25,300.
9.5.4 Booking Modifications
You as a Seeker or Host are responsible for any modifications to a Booking that you direct Canlead Customer Service to make (“Booking Modifications”), and you agree to pay any Opportunity Fees, Seeker Fees, Hosts Fees, Services Fees, and/or Taxes associated with such Booking Modifications.
Tax regulations may require us to collect appropriate tax information from our Hosts, or to withhold taxes from payouts to Hosts, or both. For instance, Inland or Internal Revenue Service (IRS) regulations stipulate that we must collect an IRS Form from certain Hosts. You as a Host are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as a Host fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payments to you, we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.
You as a Host understand and agree that you are solely responsible for determining
(i) your applicable Tax reporting requirements, and
(ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Canlead cannot and does not offer Tax-related advice to any Members.
Where applicable, or based upon request from a Host, Canlead may issue a valid VAT invoice to such Host.
You understand and acknowledge that appropriate governmental agencies, departments or authorities (the “Tax Authority“) where your Opportunity is located (city where the host listed the Opportunity) may require Taxes to be collected from Seekers or Hosts on the amount paid for the right to work on opportunities, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these taxes may be required to be collected and remitted as a percentage of the Opportunity Fees set by Hosts, a set amount per Opportunity, Day, Hour, or other variations, and are sometimes called “sales and use taxes,” “value added taxes,” (hereafter, “Opportunity Taxes”).
11 CURRENCY CONVERSION
Canlead’s online platform facilitates Opportunities and Bookings between Seekers and Hosts who may pay in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences. Although the Canlead platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.
12 USER CONDUCT
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Website, Application, Services and Collective Content. In connection with your use of the Website, Application, Services and Collective Content, you may not and you agree that you will not:
· violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
· use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Website, Application, Services or Collective Content;
· access or use our Website, Application, Services or the Canlead API to use, expose, or allow to be used or exposed, any Canlead Content:
(i) that is not publicly displayed by Canlead in its search results pages or listing pages before a Opportunity Request or Booking is confirmed;
(iii) in any way that otherwise violates the privacy rights or any other rights of Canlead’s users or any other third party;
· use the Website, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Canlead endorsement, partnership or otherwise misleads others as to your affiliation with Canlead;
· dilute, tarnish or otherwise harm the Canlead brand in any way, including through unauthorized use of Collective Content, registering and/or using Canlead or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Canlead domains, trademarks, taglines, promotional campaigns or Collective Content
· copy, store or otherwise access or use any information contained on the Website, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
· infringe the rights of Canlead or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right
· interfere with or damage our Website, Application or Services,
including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
· use our Website, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
· use our Website, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements;
· “stalk” or harass any other user of our Website, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Canlead Seeker or Host;
· offer, as a Host, any Opportunity that you do not yourself own or have permission to Book, you will not list Opportunities as a Host if you are serving in the capacity of an agent for a third party);
· offer, as a Host, any Opportunity that may not be Booked pursuant to the terms and conditions of an agreement with a third party;
· register for more than one Canlead Account or register for an Canlead Account on behalf of an individual other than yourself;
· unless Canlead explicitly permits otherwise, request or book any Opportunity if you will not actually be working on the Opportunity yourself;
· contact another Member for any purpose other than asking a question related to a Booking, Opportunity, Listing, or the Member’s use of the Website, Application and Services;
· recruit or otherwise solicit any Host or other Member to join third-party services or websites that are competitive to Canlead, without Canlead’s prior written approval;
· recruit or otherwise solicit any Member to join third-party services, applications or websites, without our prior written approval;
· impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
· use automated scripts to collect information from or otherwise interact with the Website, Application, Services or Collective Content;
· use the Website, Application, Services or Collective Content to find a Host or Seeker and then complete a Booking of an Opportunity independent of the Website, Application or Services, in order to circumvent the obligation to pay any Service Fees related to Canlead’s provision of the Services or for any other reasons;
· as a Host, submit any Listing with false or misleading information, including price information, or submit any Listing with a price that you do not intend to honor;
· engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, Application, or Services;
· post, upload, publish, submit or transmit any Content that:
(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
(iv) is defamatory, obscene, pornographic, vulgar or offensive;
(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
(vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or
(vii) promotes illegal or harmful activities or substances;
· systematically retrieve data or other content from our Website, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
· use, display, mirror or frame the Website, Application, Services or Collective Content, or any individual element within the Website, Application, Services or Collective Content, Canlead’s name, any Canlead trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Website, Application or Services, without Canlead’s express written consent;
· access, tamper with, or use non-public areas of the Website, Application or Services, Canlead’s computer systems, or the technical delivery systems of Canlead’s providers;
· attempt to probe, scan, or test the vulnerability of any Canlead system or network or breach any security or authentication measures;
· avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Canlead or any of Canlead’s providers or any other third party (including another user) to protect the Website, Services, Application or Collective Content;
· forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Website, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
· attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Website, Services, Application or Collective Content;
· advocate, encourage, or assist any third party in doing any of the foregoing; or
· accept or make a payment for Opportunity Fees outside Canlead Payments. If you do so, you acknowledge and agree that you:
(i) would be in breach of these Terms;
(ii) accept all risks and responsibility for such payment, and
(iii) hold Canlead harmless from any liability for such payment.
Canlead has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Canlead may take a range of actions against you, including but not limited to removing or disabling access to any or all of your Member Content or deactivating or canceling your Listing(s) or Canlead Account, for a violation of this Section or these Terms.
Canlead may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to
(i) respond to claims asserted against Canlead or to comply with legal process (for example, subpoenas or warrants),
(ii) enforce or administer our agreements with users, such as these Terms and the Canlead Host Guarantee,
(iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or
(iv) protect the rights, property or safety of Canlead, its users, or members of the public.
You acknowledge that Canlead has no obligation to monitor your access to or use of the Website, Application, Services or Collective Content or to review, remove, disable access to or edit any Member Content, but has the right to do so for the purpose of operating and improving the Website, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Canlead reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Canlead, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Website, Application or Services.
12.1 Reporting Misconduct
If you work with or host anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who
(i) engages in offensive, violent or sexually inappropriate behavior,
(ii) you suspect of stealing from you, or
(iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Canlead by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
14 INTELLECTUAL PROPERTY OWNERSHIP AND RIGHTS NOTICES
The Website, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United Kingdom and foreign countries. You acknowledge and agree that the Website, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Canlead and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, Application, Services, or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of Canlead used on or in connection with the Website, Application, Services, and Canlead Content are trademarks or registered trademarks of Canlead in the UK and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Website, Application, Services, and Canlead Content are used for identification purposes only and may be the property of their respective owners. As a Host, Seeker, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Website, Application, Services and Collective Content, including Canlead’s Trademark & Branding Guidelines (as may be updated from time to time).
15 APPLICATION LICENSE
Subject to your compliance with these Terms, Canlead grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any Apple App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Canlead reserves all rights in the Application not expressly granted to you by these Terms.
16 CANLEAD CONTENT AND MEMBER CONTENT LICENSE
Subject to your compliance with these Terms and Canlead’s Trademark & Branding Guidelines, Canlead grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Canlead Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Website, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Canlead or its licensors, except for the licenses and rights expressly granted in these Terms.
17 MEMBER CONTENT
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Website, Application, Services, or through Canlead promotional campaigns, you hereby grant to Canlead a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Website, Application and Services. Canlead does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Website, Application, Services or through Canlead promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Website, Application, Services or through Canlead promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to Canlead the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Canlead’s use of the Member Content (or any portion thereof) on, through or by means of the Website, Application, the Services or Canlead promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Website, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Canlead is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Canlead of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Website, Application and Services (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Website and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Canlead and you hereby irrevocably assign to Canlead and agree to irrevocably assign to Canlead all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Canlead’s request and expense, you will execute documents and take such further acts as Canlead may reasonably request to assist Canlead to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
20 COPYRIGHT POLICY
Canlead respects copyright law and expects its users to do the same. It is Canlead’s policy to terminate in appropriate circumstances the Canlead Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Canlead’s Copyright Policy for further information.
21 TERM AND TERMINATION, SUSPENSION AND OTHER MEASURES
These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Canlead terminate these Terms as described below.
21.2 Termination for convenience
You may terminate these Terms at any time via the “Cancel Account” feature on the Website or by sending us an email. If you cancel your Canlead Account as a Host, any confirmed Bookings will be automatically cancelled and your Seekers will receive a refund and will depend upon the terms of the applicable cancellation policy. If you cancel your Canlead Account as a Seeker, any confirmed Booking will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy.
Without limiting our rights specified below, Canlead may terminate these Terms for convenience at any time by giving you 30 days’ notice via email to your registered email address.
21.3 Termination for breach, suspension and other measures
Canlead may immediately, without notice terminate these Terms if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the “User Conduct” provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Canlead Account registration, or Listing process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) Canlead believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, Canlead or third parties, for fraud prevention, risk assessment, security or investigation purposes.
In addition Canlead may deactivate or delay Listings, reviews, or other Member Content, cancel any pending or confirmed Bookings, limit your use of or access to your Canlead Account and the Website, Application or Services, temporarily or permanently revoke any special status associated with your Canlead Account, or temporarily or permanently suspend your Canlead Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Hosts or Guests, or (ii) Canlead believes in good faith that such action is reasonably necessary to protect the safety or property of Members, Canlead or third parties, for fraud prevention, risk assessment, security or investigation purposes.
If we take any of the measures described in this Section, we may (i) communicate to your Seekers or Hosts that a pending or confirmed Booking has been cancelled, (ii) refund your Hosts in full for any and all confirmed Bookings, irrespective of preexisting cancellation policies, and (iii) you will not be entitled to any compensation for confirmed Bookings that were cancelled.
In case of non-material breaches and where appropriate, you will be given notice of any measure by Canlead and an opportunity to resolve the issue to Canlead’s reasonable satisfaction.
If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Canlead Account or any of your Member Content. If your access to or use of the Website, Application and Services has been limited or your Canlead Account has been suspended or this Agreement has been terminated by us, you may not register a new Canlead Account or attempt to access and use the Website, Application and Services through other Canlead Accounts.
If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
IF YOU CHOOSE TO USE THE WEBSITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT CANLEAD DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, SEEKERS AND HOSTS. BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS, IN OUR SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND IF WE HAVE SUFFICIENT INFORMATION TO IDENTIFY A MEMBER. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.
THE WEBSITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CANLEAD EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CANLEAD MAKES NO WARRANTY THAT THE WEBSITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY OPPORTUNITIES, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CANLEAD MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, OPPORTUNITIES, HOSTS, SEEKERS, YOUR ACCRUAL OF CANLEAD CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE WEBSITE, APPLICATION, SERVICES OR REFERRAL PROGRAM.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CANLEAD OR THROUGH THE WEBSITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEBSITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY HOSTS OR SEEKERS. YOU UNDERSTAND THAT CANLEAD DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE WEBSITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY OPPORTUNITIES. CANLEAD MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE WEBSITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE WEBSITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEBSITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, SEEKERS AND HOSTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY CANLEAD. CANLEAD EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY SEEKER OR OTHER THIRD PARTY.
23 LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY OPPORTUNITIES VIA THE WEBSITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF CANLEAD WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER CANLEAD NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE, APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE WEBSITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, APPLICATION, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY OPPORTUNITY VIA THE WEBSITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CANLEAD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE HOSTS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE CANLEAD HOST GUARANTEE, IN NO EVENT WILL CANLEAD’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE WEBSITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY OPPORTUNITY VIA THE WEBSITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY OPPORTUNITY OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE WEBSITE, APPLICATION AND SERVICES AS A SEEKER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A HOST, THE AMOUNTS PAID BY CANLEAD TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED UK. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CANLEAD AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Canlead and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Website, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) Booking of an Opportunity, or (iii) creation of a Listing; (d) the use, condition or Booking of an Opportunity by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Booking or use of an Opportunity; and (e) your participation in the Referral Program or your accrual of any Canlead Credits.
25 EXPORT CONTROL AND RESTRICTED COUNTRIES
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the UK. Treasury Department’s list of Specially Designated Nationals or the UK. Department of Commerce’s Denied Persons List or Entity List. By using the Website, Application and Services, you represent and warrant that (i) neither you nor your listed Opportunity is located in a country that is subject to a U.K. Government embargo, or that has been designated by the UK. Government as a “terrorist supporting” country and (ii) you are not listed on any UK. Government list of prohibited or restricted parties. You also will not use the Website, Application and Services for any purpose prohibited by UK. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Canlead does not permit Listings associated with certain countries due to UK. embargo restrictions. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.
26 ACCESSING AND DOWNLOADING THE APPLICATION FROM ITUNES
The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application“):
· You acknowledge and agree that (i) these Terms are concluded between you and Canlead only, and not Apple, and (ii) Canlead, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.
· You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
· In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Canlead and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Canlead.
· You and Canlead acknowledge that, as between Canlead and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
· You and Canlead acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Canlead and Apple, Canlead, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
· You and Canlead acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
· Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
27 ENTIRE AGREEMENT
Except as they may be supplemented by a document referenced and incorporated herein or by additional Canlead policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between Canlead and you regarding the Website, Application, Services, Collective Content (excluding Payment Services), and any Bookings or Listings of Opportunities made via the Website, Application and Services (excluding Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between Canlead and you regarding Bookings or listings of Opportunities, the Website, Application, Services, and Collective Content (excluding Payment Services).
You may not assign or transfer these Terms, by operation of law or otherwise, without Canlead’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Canlead may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Canlead (i) via a Communication (in each case to the address or phone number that you provide) or (ii) by posting to the Website or via the Application. For notices made via a Communication, the date of receipt will be deemed the date on which such notice is transmitted.
30 CONTROLLING LAW AND JURISDICTION
These Terms and your use of the Services will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco County, San Francisco, California or a United States District Court, Northern District of California located in San Francisco, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
31 DISPUTE RESOLUTION
If you reside in the United Kingdom, you and Canlead agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Website, Application or Collective Content (collectively, “Disputes“) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Canlead are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and Canlead otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the English Arbitration Act 1996 governs the interpretation and enforcement of this provision. The arbitration will be administered by the English Arbitration Act 1996 in accordance with the Consumer Arbitration Rules (the “EAA Rules“) then in effect, except as modified by this “Dispute Resolution” section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the EAA Rules. (The EAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the EAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the EAA will appoint the arbitrator in accordance with the EAA Rules.
Arbitration Location and Procedure. Unless you and Canlead otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed £1,000, then the arbitration will be conducted solely on the basis of documents you and Canlead submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds £1,000 your right to a hearing will be determined by the EAA Rules. Subject to the EAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the EAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Canlead will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any EAA filing, administrative and arbitrator fees will be solely as set forth in the EAA Rules.
Changes. Notwithstanding the provisions of the “Modification” section above, if Canlead changes this “Dispute Resolution” section after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Canlead’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Canlead in accordance with the provisions of this “Dispute Resolution” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
The failure of Canlead to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Canlead. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
33 THIRD PARTY BENEFICIARY
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
34 CONTACTING CANLEAD
If you have any questions about these Terms or any App Store Sourced Application, please contact Canlead.
London, United Kingdom
Registration Number: 10524761