Last updated: August 8, 2019
These Terms and Conditions (the “Terms”) are entered into between you and Elite Window Cleaning, Inc., including affiliates and subsidiaries (collectively, “Elite”), and applies to any website or service on which it is placed, including but not limited to the Elite website, currently 10.20.30.215 (the “Website”), and Elite window cleaning services (collectively, the “Service”).
BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TERMS. IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TERMS AND ARE AGREEING TO THE TERMS FOR THAT ORGANIZATION. WHERE YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, “YOU” REFERS TO THE ORGANIZATION.
1. UPDATES
Elite reserves the right to modify the Terms at any time (each, an “Update”) and shall make each Update available on the Website at 10.20.30.215/terms-and-privacy. You are deemed to accept any Update by continuing to use the Service. Unless Elite states otherwise, an Update is automatically effective 30 days after posting.
2. ACCESS TO THE SERVICE AND SUBSCRIPTION
2.1 Age of Access. You must be of the age of majority in your jurisdiction in order to use the Website. If you have already accessed the Service and you have yet to reach the age of majority in your jurisdiction, you must immediately cease use of the Service.
2.2 Accounts and Login Information. Access to the Website may require registering an account with Elite (each, an “Account”). In order to access an Account, you may be required to obtain a user ID and password (“Login Information”). You shall manage and ensure the security, confidentiality and authorized use of Login Information. You are prohibited from sharing Login Information. Elite strongly recommends that you keep your Login Information confidential and you shall notify Elite promptly of unauthorized access or use of your Account.
2.3 Subscription. Elite grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable, subscription to access the Website and to use features associated with your Account.
3. ESTIMATES
Elite may provide an estimate for the Service and which is not binding and may vary significantly from the actual cost of the Service. Estimates provided by Elite through the Service are in part based on information provided by you. If you provide false or inaccurate information, the estimates provided by Elite will be affected significantly and, in some cases, may be substantially different than the actual cost of the Service. Elite is not obligated to check the accuracy of any information provided by you, including but not limited to, details about the location on which the Service is to be performed including address, size, type of building and type of surfaces to be cleaned (ex. windows or siding). It is assumed for the purposes of the Service, including for any estimates provided, that information supplied by you is accurate and work on the location is or will be approved by planning and building regulations, local by-laws and any statutory undertakings where relevant.
4. USE OF THE SERVICE
4.1 Authorized Use. When using the Service, you may not:
a. knowingly provide false or inaccurate information to Elite, including but not limited to, information about the location where the Service is to be performed;
b. decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code or gain unauthorized access to the Service;
c. alter, change or circumvent security related aspects of the Service;
d. use any automated system (bot, spider, etc.) to access the Service;
e. reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;
f. break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience or knowingly exploit a flaw or bug in the Service;
g. store or transmit material that is infringing, libelous, unlawful or in violation of any person’s rights;
h. use the Service to provide information or data to a competitor of Elite;
i. harass, abuse, stalk, threaten or impersonate any person;
j. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by Elite;
k. promote, encourage or undertake illegal activity; or
l. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information, as determined by Elite in its sole discretion.
4.2 Suspension and Termination. Elite may suspend or terminate access to the Website and/or your Account, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues, your non-compliance with the Terms or
due to a third party’s failure to adhere to the terms of an agreement with Elite. Elite has sole discretion to lift a suspension or reverse a termination. Your access to the Website and/or your Account, automatically terminates upon the earliest of the date: (a) you or Elite terminates access to your Account; or (b) of your non-compliance with the Terms. You may terminate access to your Account by ceasing access to the Website, and by notifying Elite using the contact information provided below.
4.3 Privacy Policy. Use of the Website is governed by a Privacy Policy detailing how Elite collects, uses and discloses personal and anonymous data about you and is available at 10.20.30.215/terms-and-privacy. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Service and contact Elite at the address provided below.
5. PROPRIETARY RIGHTS
5.1 Ownership and Rights. Elite retains all right, title and interest in the Service, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets, and in Accounts or modifications to the Service. The Terms do not convey any right, title or interest in, or constitute the sale of any right to, the Service, any related software, or Account.
5.2 User Content. You may provide Elite with comments, recommendations, advice, ideas, submissions, forum posts, information about you and your property or other information (“User Content”). By providing User Content, you represent and warrant that all consents, licenses and
rights necessary to license User Content to Elite are obtained and hereby grant Elite an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment. Elite is under no obligation to review or act upon any User Content that you may provide.
6. DISCLAIMER AND LIMITATION OF LIABILITY
6.1 DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND ELITE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, ELITE MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, ELITE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE PROVIDED BY ELITE OR THIRD PARTIES OR ESTIMATES PROVIDED THROUGH THE SERVICE, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR
REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY ELITE, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR ASSIGNS (COLLECTIVELY, “REPRESENTATIVES”), WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.
6.2 LIMITATION OF LIABILITY. ELITE AND REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, SUCH AS WORK DONE BY ELITE, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES.
6.3 MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD ELITE AND REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT ELITE’S MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO ELITE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.
6.4 Indemnity. You shall defend and indemnify Elite and its Representatives, against any claim, demand, suit or proceeding made or brought against Elite and its Representatives, in connection with your use of the Service, including claims that Elite, the Service or you, (i)
violate any applicable law, including any failure to obtain the required legal documentation, licenses, permits or permissions prior to providing the Service on your property or if the Service does not conform with local ordinances, (ii) cause bodily harm or death, including through your own negligence or due to your poor maintenance of any property (including damaged or poorly maintained windows and buildings), or (iii) commit an act of gross negligence or intentional misconduct. Your obligation to indemnify Elite and its Representatives arises so long as Elite:
(a) promptly gives written notice of the claim (b) gives you sole control of the defense and settlement of the claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on Elite without Elite’s advance written consent, which shall not be unreasonably withheld or delayed; and (c) gives all reasonable assistance, at your expense.
6.5 Waiver of Jury Trial. You hereby waive your right to a jury trial to the extent such waiver is permitted by law.
7. GENERAL
7.1 No Joint Relationship. Nothing in the Terms shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Elite.
7.2 Governing Law. The Terms and Privacy Policy are governed by the laws of the province of Ontario and the laws of Canada, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the province of Ontario to hear any proceedings related to the Terms or Privacy Policy.
7.3 Severability and Waiver. If any provision of the Terms or Privacy Policy is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the Terms in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the Terms constitutes a waiver.
7.4 Assignment. Elite may assign the Terms without your consent or notice to you. You cannot assign the Terms.
7.5 Survival. Sections 1 and 3 to 7 survive termination of the Terms.
7.6 Entire Agreement. The Terms, together with the Privacy Policy, constitute the entire agreement between you and Elite with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.