Terms and Conditions
PROMO MRKT INC.
The website operated at https://www.promomrkt.com/ and such other locations as made available from time to time (collectively, the “Website”) and the services offered therefrom (collectively with the Website, the “Service”) are operated by Promo MRKT Inc. and its corporate affiliates (collectively, “Promo MRKT”, “we”, “us” or “our”, as the context requires).
Acceptance of Terms. By accessing and/or using the Service, you (together with all persons accessing or using the Service, collectively, the “Users”) signify that you have read, understand and unconditionally agree to be bound by this Agreement in all respects with respect to the Service and your use of the Service.
Amendment of Terms. Promo MRKT may amend the Terms from time to time. You agree that you will review these Terms, which can be found at https://www.promomrkt.com/terms-and-conditions/ , periodically. You may be required to click “accept” or “agree” to show your consent to an amended version of these Terms; otherwise, unless we provide a delayed effective date, all amendments will be effective upon posting of such amended Terms on the Website and the App. You are free to decide whether or not to accept any amended version of the Terms, but your continued access to or use of the Service after an amendment becomes effective constitutes your consent to be bound by the Terms, as amended. Your use of the Service will be subject to the version of the Terms in effect at the time of use.
Additional Terms. In addition to these Terms, when using particular plans, offers, promotions, products, services or features, you will also be subject to any additional posted guidelines, or rules applicable to such plan, offer, promotion, product, service or feature, which may be posted and modified from time to time. All such additional terms are hereby incorporated by reference into the Terms, provided that in the event of any conflict between such additional terms and the Terms, the Terms shall control.
PROMO MRKT PLATFORM
Promo MRKT Platform. Promo MRKT is a membership that enables Promo MRKT members (“Buyers”) to post a listing (a “Listing”) for promotional products and services (“Promo Products”) that it wishes to purchase from other Promo MRKT members (“Suppliers”). Suppliers bid on the Listing and once a bid is accepted, the applicable Promo Products will be fulfilled against payment. Promo MRKT itself is not a provider of Promo Products and does not own, operate or control any of the Suppliers accessible through the Service. Promo MRKT is not responsible for the quality of any Promo Products offered by Suppliers, or for verifying the accuracy of any descriptions or representations made by members regarding the Promo Products offered and requested. Promo MRKT is not responsible for the safety or accessibility of any member’s premises, or for the compliance by members of any applicable laws or regulations.
About the Service. Buyers may use the Service to post a Listing describing the Promo Products that it wishes to purchase. Such Listings must be clearly worded, correctly provide for the Promo Product it wishes to purchase and be a fair and accurate description of such Promo Product. Buyers are solely responsible for confirming the accuracy of all information provided in a Listing. Suppliers will place bids on a Listing. Any Buyer who wishes to accept a bid and purchase a Supplier’s Promo Products will send a notification to such Supplier accepting the bid for such Promo Products. The Buyer will pay the Supplier though the Promo MRKT portal (the “Portal”). Once the Promo Products are received by the Buyer, payment for such Promo Products will be transferred to, and held in escrow by Payment Processor (as defined below). Following the expiry of a -day period (the “Escrow Period”), payment will be transferred to the Supplier less any applicable fees payable to Promo MRKT, except in the case of an accepted return of Promo Products by Supplier, in which case, payment will be returned to Buyer less any applicable fees payable to Promo MRKT. During the Escrow Period, the Payment Processor will manage any disputes as between the Buyer and the Seller.
Relationship of the Parties. Buyers contract directly with the Suppliers. We act to connect people for the purchase and sale of Promo Products and to facilitate payments through the Payment Processor but we are not a party to any contracts relating to such purchase and sale.
Reservation and Cancellation of Promo Products. Listings, bids and acceptance of bids for Promo Products may only be made through the Website. It is a breach of your Promo MRKT membership terms and these Terms if you cancel, change or request Promo Products directly with a Supplier. Cancellations may only be made prior to the making of a bid by the Supplier or the acceptance of a bid by the Buyer. Users may be barred from using the Service in the event that reliability becomes an issue stemming from multiple complaints relating to conduct on the Website.
Use of Promo MRKT. Your User Account (and Promo MRKT membership) is personal to you and not for the use or benefit of any third party, and you agree not to share your account with anyone else, or to create more than one account. To use your Promo MRKT membership and/or access your User Account, you must have access to the Internet. We continually update and test various aspects of the Promo MRKT platform. We reserve the right to, and by using our Service you agree that we may, include you in or exclude you from these tests without notice.
REGISTRATION DATA AND ACCOUNT SECURITY. In consideration of your use of the Service, you agree to: (a) provide us with accurate, current and complete information about you as may be prompted by any registration forms on the Service (“Registration Data”); and (b) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete. We reserve the right to reject any registration form in our sole discretion. You must be at least 18 years old to register as a User or the age of majority in the jurisdiction in which you reside. By providing Registration Data, you signify that you are at least 18 years old and acknowledge that you may not use the Services if you are under the age of 18. If necessary, we may ask you for proof of your age. If you are unable to provide proof of your age, we reserve the right, at our sole discretion, to halt your registration. Upon providing Registration Data to us through the Service, you will provide account information (your “User Account”) including (but not limited to) your personal information and credit card or other financial data. Once you successfully register for a User Account, you will choose a password and be given access to your personal User Account. You hereby agree to be fully responsible for (v) immediately updating your User Account to account for any change in Registration Data, (w) all use of your User Account, (x) any action that takes place using your User Account by any person or automated process, (y) maintaining the confidentiality and security of the password to your User Account, and (z) immediately notifying us upon any unauthorized use of your password or your User Account.
FEES AND PAYMENT TERMS
Payment and Billing. Buyers are responsible for paying the Suppliers for the Promo Products purchased at the pricing provided in the accepted bid. By accepting a bid for Promo Products, a Buyer agrees to pay for all such Promo Products. For all charges and credits in connection with your use of the Service, you authorize us to apply payments to and from your User Account. Payments by Buyers will be applied to the applicable Supplier’s User Account through the Portal less the transaction fee payable to Promo MRKT. We reserve the right to correct any billing errors or mistakes made by Promo MRKT, and to charge you for any fees incurred by you for which you were not already billed.
Payment Method. You may set up payments by connecting with the Payment Processor in “My Dashboard” from the Promo MRKT dropdown. If a payment is not successfully settled, due to expiration, insufficient funds or otherwise, and you do not contact the Payment Processor with your payment method information, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated, and/or to charge another credit or debit card that remains listed on your account, if any, for any uncollected amounts. If your account cannot be charged, we reserve the right, but are not obligated, to terminate your access to our Service or any portion thereof.
Fees. Suppliers will not be charged any fees for using the Service. Buyers are charged a transaction fee based on the proceeds from the sale of Promotional Products, which amount will be deducted from the payments made by Buyers to such Suppliers. The current fee schedule can be found at https://www.promomrkt.com/fee-schedule/. We reserve the right to change the policy regarding when we charge fees, to introduce additional fees and to change the amount of any such fees at any time.
Refunds and Disputes. Buyers and Suppliers agree to resolve any disputes directly with one another and/or with the Payment Processor during the Escrow Period. Following the expiry of the Escrow Period, the dispute may be brought to Promo MRKT in which case Promo MRKT will use its commercially reasonable efforts to resolve such dispute, and reserves the right, in its sole discretion, to issue or deny a refund to any User in those circumstances.
PROHIBITED ACTIVITIES AND SERVICES
Prohibited Activities. While using the Service, you agree not to:
if you are a Buyer, post a Listing for Promo Products that you do not intend to purchase or that you do not intend to pay for;
if you are a Supplier, post a bid that you do not actually wish to accept or complete;
cancel any Promo MRKT reservations directly with a User, rather than through the Promo MRKT Service;
recruit or otherwise solicit any User to join third-party services or websites that are competitive to Promo MRKT or to use our Service to obtain Promo Products outside the provision of our Service; or
use the Service to “stalk”, harass, threaten, intimidate, harm, cause a nuisance to, annoy, or inconvenience any other User or collect or store any personally identifiable information about any other User other than for purposes of transacting through the Service.
Prohibited Services. You further agree not to use the Service or request, offer, negotiate, or complete any portion of a purchase and sale of Promo Products (including the growing of such Promo Products) that:
would violate, or lead to the violation of, any applicable local, provincial, territorial, national or international law or regulation;
encourage or facilitate illegal activity, pornographic or obscene services including sexual and escort services, offers and solicitations of prostitution, and pornography;
you have no legal right to request or perform; or
would be considered, in any way, to form part of a lottery, raffle, sweepstakes, affiliate marketing scheme, multilevel marketing, pyramid scheme, or be related to spam, or any other form of solicitation that is not authorized by this Agreement.
CONTENT. In this Agreement, “Content” means all materials and content of any type, including, but not limited to, ratings, photos, graphics, images, designs, profiles, messages, information, notes, text, information (including Registration Data, Requests, location), music, sound, video, articles, and software.
USER CONTENT AND YOUR LICENSE TO US. The Service permits you (or any person using your User Account) to submit, transmit, copy, make available and distribute Content (collectively, your “User Content”), and we do not claim ownership over any User Content. All User Content are the sole responsibility of the person from whom such User Content originated. By providing any User Content, you:
acknowledge that Promo MRKT reserves the right to refuse to accept, display, or transmit any User Content, or to edit or remove any User Content, at any time, with or without notice, in its sole discretion;
grant Promo MRKT the worldwide, royalty-free, non-exclusive right and license to use, distribute, reproduce, modify, adapt, perform and display such User Content as permitted by the functionality of the Service (the “User License”) on the following terms:
the User License is limited to the purpose of offering the Service; and
the User License will end, and Promo MRKT will cease to use User Content, a commercially reasonable period after such User Content is removed from the Service;
represent and warrant to us that (i) you have all right, title and interest to grant the User License, (ii) no User Content requires the obtaining of a license form or paying fees or royalties to any third party; (iii) the User Content does not infringe on any other person’s copyright, trade-mark, proprietary interests, trade secrets, privacy or other intellectual property rights, (iv) no User Content contains any libellous, defamatory or otherwise unlawful material, (v) no User Content violates this Agreement or any applicable law or regulation; and
hereby agree to indemnify us and hold us harmless from any claims, losses, damages or expenses incurred by us in respect of any third-party claims that your User Content infringes on any other person’s rights (including all of the rights set out in (b) above).
Promo MRKT may, but is not obligated to, monitor and edit or remove any activity or content, including but not limited to content that Promo MRKT determines in its sole discretion to violate any of the standards of the Service. We take no responsibility and assumes no liability for any User Content.
SERVICE CONTENT. All Content available or stored on the Service other than your User Content, including the Service itself, including the Website and the App, all other Users’ Content, any Content made available by Promo MRKT or any third party, and the selection and arrangement of all such Content and User Content (collectively, the “Service Content”), is the proprietary property of us, the Users or our licensors with all rights reserved, and Promo MRKT (or, as applicable, our Users or licensors) retain and shall retain all right, interest and title in and to all Service Content.
OUR LICENSE TO YOU. Provided that you are eligible for use of the Service, and that you agree to this Agreement, we hereby grant you a limited, personal, non-transferable, revocable (at any time with or without notice or cause) and non-exclusive right and license to access and use the Service and to download or print a copy of any portion of the Service Content solely for your personal, non-commercial use, and for such use expressly permitted by this Agreement, subject to this Agreement and provided that you keep all copyright or other proprietary notices intact. You agree to respect all copyright and other legal notices, information, and restrictions contained in any content accessed through the Website or the App. You further agree not to change, translate, or otherwise create any derivative works of the Service. If we revoke our license to you, you agree to remove any Content infringing the terms of this Agreement and that the terms of the Agreement will survive such revocation and continue to bind you.
USER CONDUCT (THINGS YOU MUST NOT DO). You acknowledge and agree that the Service is available for your personal use only in connection with the proper requesting or fulfilling of the purchase and sale of Promo Products, and may not be used for any other commercial purpose. Without restricting anything else in this Agreement, you agree not to:
alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, or sell in any form or by any means, in whole or in part, the Service Content (as defined below);
reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Service, the Service Content, or any part thereof;
make the Service or Service Content available to anyone, or permit anyone to access same, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Service in any way except in furtherance of your permitted use in accordance with this Agreement;
republish any Service Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, without our prior written permission or the permission of the particular Content owner, as the case may be;
use any data mining, robot or similar data gathering or extraction methods with respect to any Service or any Material;
register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity);
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Registration Data, User Account or otherwise;
upload, post, transmit, share or otherwise make available on the Service any User Content that:
consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
contains any private information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, credit card numbers, financial information and other personally identifying or private information, unless that third party has consented to such use of its private information;
in our sole discretion, is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment’ or
would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
disable or circumvent any access control or related process or procedure established with respect to the Service, or attempt to gain unauthorized access to the Service or Service Content;
remove any copyright or other proprietary notices on or in the Service, Service Content or any part thereof;
solicit personal information from anyone under 18 or solicit passwords or personally identifying information from any person for commercial or unlawful purposes;
use the Service or any Service Content to “stalk”, intimidate, harm or otherwise harass another User or another person;
intentionally or unintentionally violate any applicable local, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority;
access the Service or any Service Content in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Service or Service Content;
utilize the Service in any way except as expressly permitted by this Agreement, including by developing or using any software tool or other application that interfaces with the Service, Website, or App except for standard web browsers;
interfere with or disrupt the Service or Service Content (including the servers, networks or technology connected to the Service);
attempt to gain unauthorized access to the Service, or any part of the Service, other User Accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining, or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Website or App;
remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, any features that prevent or restrict use or copying of any content accessible through the Website or App, or any features that enforce limitations on the use of the Service or the content therein;
use or attempt to use another’s User Account or the Service without express authorization from us or the applicable User.
Promo MRKT reserves the right to refuse service, terminate User Accounts, remove or edit content, or cancel orders in their sole discretion.
NUDITY AND OBJECTIONABLE MATERIAL. You acknowledge and agree that the Service must remain a safe site for families with children, so you agree not to, and we strictly prohibit, the uploading and display of any User Content portraying explicit nudity, adult content, or that is unacceptable for viewing by minors or objectionable, in our sole discretion. For example, but without limitation, prohibited User Content would include material that would be unacceptable in a public museum where minors visit, or User Content that would only be appropriate for adult sites, adult magazines, or R-rated movies. You acknowledge and agree that the sole discretion of whether User Content is suitable belongs to us, and we reserve the right (but have no obligation) to (a) delete any User Content we deem to violate this Agreement or, or (b) to cancel the User Account from which such User Content made available on the Service.
OTHER USES. Any use of the Service or the Service Content other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will automatically terminate all licenses granted by us herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright, privacy, trade-secrets and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any other license to intellectual property rights, whether by estoppel, implication or otherwise.
MODIFICATIONS TO SERVICE. We reserve the right at any time and from time to time to perform maintenance on, to add to, to remove from, to make upgrades and updates to, to suspend, and to modify the Service or any part thereof with or without notice. NOTWITHSTANDING ANY PROVISION HEREIN, YOU AGREE THAT WE SHALL NOT BE LIABLE IN ANY MANNER TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MAINTENANCE, ADDITION, REMOVAL, UPGRADE, UPDATE, SUSPENSION OR MODIFICATION. You acknowledge that your only right with respect to any dissatisfaction with any modification of Service made by us is to cancel or terminate your User Account.
GENERAL PRACTICES REGARDING USE AND STORAGE. You acknowledge that we may establish general practices and limits concerning use of the Service, including, without limitation, the maximum number of days that User Content will be retained by the Service, the maximum number of User Content that may be transmitted, posted, shared, used, copied, or otherwise made available on the Service (whether per User Account or globally), the maximum size of any User Content, the maximum disk space that will be allotted on the Service servers on any User’s behalf, and the maximum number of times (and the maximum duration for which) any User may access the Service in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any User Content and other communications or Content maintained or transmitted by the Service. You acknowledge that we reserve the right to log off or otherwise disconnect any User Account that is inactive for an extended period of time in our sole discretion.
TERMINATION. You may terminate your User Account at any time by deleting your User Account. We reserve the right to terminate, suspend, or deactivate your User Account if we suspect or determine, in our sole discretion, that you have misused our Services, have used our Services to violate any law or have breached any term of this Agreement. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Promo MRKT may have at law or in equity.
TRADEMARKS. Notwithstanding anything else in this Agreement, “Promo MRKT”, the Promo MRKT logo and design, and all other trade-marks, trade dress, graphics, logos, designs, page headers, button icons, scripts and service names used by Promo MRKT on or in connection with the Service (collectively, the “Marks”) are registered trademarks, trademarks or trade dress of Promo MRKT or our licensors and all right, title and interest in and to the Marks, whether registered or not, are and shall remain vested in us or in our licensors, as applicable. The Marks may not be used, including as part of trademarks, trade names, trade dress or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
THIRD PARTY SITES AND CONTENT. The Service may contain (or you may be presented with through the Service) links to other web sites (“Third-Party Sites”) as well as Content (for example GPS systems) belonging to or originating from parties other than us or our Users (the “Third-Party Content”). Such Third-Party Sites and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Sites accessed through the Service or any Third-Party Content available on the Service, including, without limitation, the content, accuracy, safety, functioning, offensiveness, opinions, reliability or policies of or contained in the Third-Party Sites or the Third-Party Content. The inclusion of or linking to any Third-Party Site or any Third-Party Content does not imply approval or endorsement thereof by us and does not guarantee that any Third-Party Content will function with the Service or will be error-free. If you decide to leave the Service and access the Third-Party Sites, you do so at your own risk and you acknowledge and agree that our terms and policies do not govern same and that we have no liability arising from your use of or access to any Third-Party Site or Third Part Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site to which you navigate from the Service. Reference on the Service to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply (a) endorsement, sponsorship or recommendation thereof by, or (b) or any affiliation thereof with Promo MRKT. Further, we are in no way responsible for references to or representations, endorsements, reviews, recommendations or sponsorship of the Service or any User on any Third-Party Site.
ADVERTISEMENTS. We may run advertisements and promotions on the Service. You agree that we have the right to run such advertisements and promotions. The manner, mode and extent of advertising by us on the Service is subject to change in our sole discretion. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service are solely between you and such advertiser. YOU AGREE THAT PROMO MRKT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SERVICE.
USER-AND-USER DISPUTES AND RELEASE. The Service is only a venue for connecting Users. Except as described herein, we are not involved in the actual contact between Users or in the provision of Promo Products and you are solely responsible for your interactions with other Users. If you have a dispute with one or more Users, you release Promo MRKT and its affiliates and their respective officers, directors, shareholders, investors, employees, consultants, contractors, advisers, suppliers, partners, agents and representatives, and each of their respective successors and assigns (collectively, the “Releasees”) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct or indirect arising out of or in any way connected with such disputes.
No Responsibility for Others’ Content. We are not responsible or liable in any manner for any User Content or Third-Party Content available on the Service, whether made available or caused to be made available by Users or by any of the technology associated with or utilized in the Service. Although we provide this Agreement and other policies and rules for User conduct, we do not control and are not responsible for our Users’ actions and are not responsible for any Content you may encounter on the Service, be it User Content or Third-Party Content. We are not responsible for the conduct, whether online or offline, of any User. Notwithstanding anything else in this Agreement, Promo MRKT has no responsibility to monitor any User Content or Third-Party Content.
Availability. The Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any web site (including the those in the Service) or combination thereof.
No Guarantee. We make no guarantee regarding the provision of Promo Products by any Supplier, the acceptance of any reservations for Promo Products, the availability, quality, timeliness, geographic location, ability or skill of Suppliers or Promo Products they purport to be able or willing to provide, or that any listing or description of Promo Products is comprehensive or accurate. We do not guarantee that the Suppliers hold any qualification, certification, licence, schooling or training required to grow and offer for sale the Promo Products. You acknowledge and agree that it is your responsibility to take any steps to confirm any relevant characteristics of the Supplier and any description and quality of the Promo Products, including inquiring with the Supplier directly if necessary.
AS IS; AS AVAILABLE. THE SERVICE AND THE SERVICE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND PROMO MRKT DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. PROMO MRKT CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE OR MAKE ANY WARRANTY AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF ANY SUPPLIER OR THE PROMO PRODUCTS AND SERVICES THEY PROPOSE TO BE ABLE OR WILLING TO PROVIDE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE. PROMO MRKT DOES NOT REPRESENT OR WARRANT THAT THE SERVICE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. PROMO MRKT DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY THIRD-PARTY CONTENT OR THIRD-PARTY SITES.
AT YOUR OWN RISK. THE PROMO PRODUCTS AND SERVICES AND OTHER RELATED SERVICES, IF ANY, OFFERED VIA THE SERVICE ARE OFFERED AND PROVIDED BY THIRD PARTIES, AND NOT BY PROMO MRKT. PROMO MRKT HAS NO CONTROL WHATSOEVER OVER THE NATURE, QUALITY, OR SAFETY OF ANY PROMO PRODUCTS AND SERVICES OR OTHER RELATED SERVICES, OR OVER THE PREMISES, SERVICES, OR PERSONNEL OF ANY THIRD PARTIES. YOUR SELECTION, COLLECTION, AND USE OF PROMO PRODUCTS AND SERVICES, YOUR USE OF NON-PROMO MRKT PRODUCTS AND SERVICES, AND YOUR ENGAGEMENT WITH ANY THIRD PARTIES IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL PROMO MRKT BE LIABLE FOR ANY ACT, REPRESENTATION, ERROR OR OMISSION BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH A BUYER’S VISIT TO A SUPPLIER’S PREMISES OR VICE VERSA, A MEMBER’S USE OF OR CONSUMPTION OF PROMO PRODUCTS AND SERVICES OR APPOINTMENT MADE THROUGH THE WEBSITE OR APP, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD-PARTY PROVIDER IN CONNECTION WITH THE SERVICE. PROMO MRKT IS NOT AN AGENT OF ANY THIRD-PARTY PROVIDER.
Release. You understand and acknowledge that Promo MRKT is not a Supplier or provider of Promo Products or other service provider and that any Promo Products you consume in connection with the Service is entirely sourced and provided by the applicable Supplier and not in any way by Promo MRKT. Promo MRKT has no control over, and is in no way responsible for, the quality of any Promo Products or service. Therefore, to the fullest extent permitted by law, you release, indemnify, and hold harmless the Releasees from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages and liabilities arising out of or in any way related to your participation in or use of the Service, including, without limitation, with respect to bodily injury, physical harm, illness, death or property damage.
LIMITATION ON LIABILITY. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED (AND, THEN, ONLY TO THE STRICT EXTENT OF SUCH RESTRICTION),
IN NO EVENT WILL THE RELEASEES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, AND WHETHER DIRECT OR INDIRECT, FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM YOUR USE OF THE SERVICE, THE SERVICE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICE (INCLUDING ALL THIRD PARTY CONTENT AND THIRD PARTY SITES), EVEN IF PROMO MRKT WAS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PROMO MRKT’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO C$50 OR THE AMOUNTS, IF ANY, PAID BY YOU TO PROMO MRKT UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM, WHICHEVER IS MORE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS BUT ONLY TO THE EXTENT OF SUCH EXCLUSION BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.
NO AGENCY. You hereby acknowledge and agree that no employment, joint venture, partnership, or agency relationship exists between you and Promo MRKT as a result of this Agreement or your use of the Service. We are solely independent contractors.
APPLICABLE LAW. This Agreement shall be governed in all respects by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree that any claim or dispute you may have against Promo MRKT must be resolved by a court located in the Province of Ontario, in the City of Toronto, except as otherwise agreed by the parties.
DISPUTE RESOLUTION WITH PROMO MRKT
Contact Us First. We care about addressing your concerns in an informal and efficient manner. For any dispute you have with us regarding the Service, you agree to first contact us and attempt in good faith to resolve the dispute informally by reporting the dispute to our customer service online at any time by emailing [insert e-mail address]. You agree that if our dispute is not resolved by informal resolution within 15 days of your submission, you will resolve any claims through final and binding arbitration (“Arbitration”).
Arbitration. You agree that any claim arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, that is not resolved through our customer service centre, will be finally resolved by Arbitration under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The Arbitration will take place in Toronto, Ontario, Canada. The language of the arbitration will be English.
No Class Actions. You hereby agree and acknowledge that you may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, purported class, consolidated, or representative action. You further agree that, by entering into these terms, you and Promo MRKT each agree that all claims and disputes shall be resolved under this Agreement. You further waive any constitutional or statutory right to go to court and have a trial in front of a judge or jury on an individual, class action, or representative action basis. In the event any litigation should arise between you and us, in any jurisdiction, in a suit to vacate or enforce an Arbitration award or otherwise, you and Promo MRKT waive all rights to a jury trial, instead electing that the dispute be resolved by a judge, and agree to take any and all action necessary or appropriate to effect such waiver.
Statute of Limitations. You hereby agree that any claim under this Agreement must be brought within one year of the act giving rise to the claim.
INDEMNITY. You agree to indemnify and hold each of the Releasees harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content and any Third-Party Content, your use of the Service, your conduct in connection with the Service or with other Users of the Service, or any violation of (a) this Agreement, (b) any law, or (c) any right of any third party.
SUBMISSIONS. Notwithstanding any term herein related to User Content, you acknowledge and agree that any questions, comments, complaints, suggestions, ideas, feedback or other information about the Service (collectively, “Submissions”), provided by you to us are non-confidential and shall become the sole property of Promo MRKT, who shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination thereof for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
ELECTRONIC COMMUNICATIONS. When you use the Service, send e-mails to us, or register for a User Account, you are communicating with us and other Users electronically. You consent to receive communications from us and other Users electronically. We will communicate with you by e-mail to the e-mail address or by other communications through your mobile phone number attached to your User Account through your Registration Data or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Promo MRKT does not guarantee the security or confidentiality of any communications made by e-mail or otherwise through the Service. Promo MRKT assumes no liability for any loss, costs or damages you may suffer as a result of interception, alteration or misuse of information as it is transmitted over the Internet.
Assignment. We may assign, transfer, delegate, or sublicense our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees. You may not assign, transfer, delegate, or sublicense your rights and obligations under these Terms.
Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions or limited to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Force Majeure. Promo MRKT shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
Waiver. No waiver of any of these Terms by Promo MRKT is binding unless authorized in writing by an executive officer of Promo MRKT. In the event that Promo MRKT waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of Promo MRKT to enforce the same at a later time.