Terms and Conditions
1. Contractual Relationship
These terms and conditions of use (“Terms”) govern the access or use by you, of all applications, websites, content, products and services including, the provision of independent peer to peer on demand lead generation and related Pet Care Services that enable a Contractor to seek, receive and fulfill on demand requests for Pet Care Services by a User seeking the provision of a Pet Care Service from a Contractor (the “Service(s)”) as made available by Spot. Innovative Technologies Inc., a private corporation established in Alberta, Canada, (“Spot”).
THESE TERMS SPECIFICALLY LIMIT THE LIABILITY OF SPOT.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
Your access and use of the Services constitutes your agreement to be bound by these Terms, which Terms establishes a contractual relationship between you and Spot. If you do not agree to these Terms, you may not access or use the Services. These Terms also expressly supersede all prior agreements or arrangements with you. Spot may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny you access to the Services or any portion thereof, at any time for any reason. Supplemental terms may apply to certain Services, and such supplemental terms will be disclosed to you in connection with the applicable Service. Supplemental terms are in addition to, and shall be deemed a part of the Terms for the purposes of the applicable Service.
Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Service.
Spot may amend the Terms related to the Services from time to time. Amendments will be effective upon Spot’s posting of such updated Terms at www.spotwalk.ca. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
2.1 “Application” has the meaning set out in section 3.
2.2 “Charges” has the meaning set out in section 5.
2.3 “Contractor” means an independent third party provider of Pet Care Services under agreement with Spot or certain of Spot’s affiliates.
2.4 “Dispute” has the meaning set out in section 15.
2.5 “Pet Care Service(s)” means the provision of Pet Walking Services, Pet Sitting Services, and/or Pet Boarding Services by a Contractor for the benefit of a User.
2.6 “Pet Boarding Services” means the care of a User’s pet(s), by the Contractor, at the residence of the Contractor, as agreed upon by the Contractor and User.
2.7 “Pet Sitting Services” means the care of a User’s pet(s), by the Contractor, at the residence of the User, as agreed upon by the Contractor and User.
2.8 “Pet Walking Services” means the on-leash only walking of a User’s pet by a Contractor as agreed upon by the Contractor and User.
2.9 “Promo Code(s)” has the meaning set out in section 10.4.
2.10 “Territory” means the city or area in which the Contractor is enabled by the Walker App to receive requests from a User for Pet Care Services.
2.11 “User” means you, an adult pet owner authorized by Spot to use the Services for the purpose of obtaining a Pet Care Service offered by a Contractor.
2.12 “User Account(s)” has the meaning set out in section 10.1.
2.13 “User Content” has the meaning set out in section 11.
2.14 “Walker App” means the mobile application provided by Spot that enables the Contractor to access the Services for the purpose of seeking, receiving, and fulfilling on demand requests for Pet Care Services from a User.
3. The Services
The Services constitute a technology platform that enables a User of Spot’s mobile applications or websites provided as part of the Services, each, an Application to arrange and schedule Pet Care Services with a Contractor. Unless otherwise agreed to by Spot in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use.
YOU ACKNOWLEDGE THAT SPOT DOES NOT PROVIDE PET CARE SERVICES OR FUNCTION AS A PET CARE SERVICE PROVIDOR AND THAT ALL SUCH PET CARE SERVICES ARE PROVIDED BY INDEPENDENT PEER TO PEER ON DEMAND CONTRACTORS WHO ARE NOT EMPLOYED BY SPOT OR ANY OF ITS AFFILIATES.
Subject to your compliance with these Terms, Spot grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Spot and Spot’s licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Spot; (iii) decompile, reverse engineer or disassemble the Services except as may be expressly permitted by Spot or as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
6. Provision of the Services
You acknowledge that portions of the Services may be made available under Spot’s various brands associated with the Services. You also acknowledge that the Services may be made available under such brands by or in connection with certain of Spot’s subsidiaries and affiliates, or Contractors.
7. Non Solicitation
You acknowledge and agree not to engage any Contractor in the Territory while this agreement is in effect and continuing for a period of six months after termination of this agreement.
8. Third Party Services and Content
10. Your Use of the Services
10.1 User Accounts
In order to use most aspects of the Services, you must register for and maintain an active personal User Account. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain a User Account. User Account registration requires you to submit to Spot certain personal information, including your name, address, and mobile phone number, as well as at least one valid payment method (either an operable credit card or accepted payment partner). You agree to maintain an operable, usable credit card, together with accurate, and up-to-date information in your User Account. Your failure to maintain accurate, complete, and up-to-date User Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Spot’s termination of these Terms with you. You are solely responsible for all activity that occurs under your User Account. You agree to maintain the security and secrecy of your User Account username and password at all times. Unless otherwise permitted by Spot in writing, you may only possess one User Account.
10.2 User Requirements and Conduct
Services are not available for use by persons under the age 18, or the age of legal majority in your jurisdiction (if different than 18). You shall not authorize third parties to use your Account, and you shall not allow persons under the age of 18 to obtain Pet Care Services from a Contractor. You shall not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you agree that you may only use the Services for lawful purposes. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or cause property damage, whether to the Contractor or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
10.3 Text Messaging
By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from Spot at any time by sending an email to [email protected] indicating that you no longer wish to receive such messages, including the phone number of the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may negatively impact your use of the Services.
10.4 Promo Codes
Spot may, in Spot’s sole discretion, create Promo Codes that may be redeemed for User Account credit, or other features or benefits related to the Services and/or a Contractor’s provision of Pet Care Services, subject to any additional terms that Spot establishes on a per Promo Code basis. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Spot; (iii) may be disabled by Spot at any time for any reason without liability to Spot; (iv) may only be used pursuant to the specific terms that Spot establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Spot reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other User in the event that Spot determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
11. User Content
Spot may, in Spot’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Spot through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions. Any User Content provided by you remains your property. However, by providing User Content to Spot, you grant Spot a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Spot’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Spot the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Spot’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Spot in its sole and absolute discretion, whether or not such material may be protected by law. Spot may, but shall not be obligated to, review, monitor, or remove User Content, at Spot’s sole and absolute discretion and at any time and for any reason, without notice to you.
12. Network Access and Devices
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Spot does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
You understand that your use of the Services shall result in Charges to you for the Pet Care Services you receive from a Contractor. After you have received Pet Care Services, Spot will facilitate your payment of the applicable Charges on behalf of the Contractor as the Contractor’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Contractor. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Spot in Spot’s sole and absolute discretion.
All Charges are due immediately and payment will be facilitated by Spot using the preferred payment method designated in your User Account. If your primary User Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Spot may, as the Contractor’s limited payment collection agent, use a secondary payment method in your Account, if available.
Spot may from time to time provide certain Users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Contractor at any time prior to such Contractor’s arrival, in which case you may be charged a cancellation fee.
This payment structure is intended to fully compensate the Contractor for Pet Care Services provided. Spot does not designate any portion of your payment as a tip or gratuity to the Contractor. Any representation by Spot (on Spot’s website, in the Application, or in Spot’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that you provide any additional amounts, beyond those described above, to the Contractor. You understand and agree that, while you are free to provide additional payment as a gratuity to any Contractor who provides you with Pet Care Services obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received a Pet Care Service obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Contractor.
14. Disclaimers; Limitation of Liability; Indemnity
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SPOT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SPOT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SPOT DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CONTRACTORS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING ANY PET CARE SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
14.2 LIMITATION OF LIABILITY
SPOT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF SPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPOT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY CONTRACTOR, EVEN IF SPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPOT SHALL NOT BE
LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SPOT’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT CONTRACTORS PROVIDING PET CARE SERVICES REQUESTED MAY NOT BE LICENSED OR PERMITTED. IN NO EVENT SHALL SPOT’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED CANADIAN DOLLARS ($500). SPOT’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE PET CARE SERVICES WITH CONTRACTORS, BUT YOU AGREE THAT SPOT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICE, INCLUDING PET CARE SERVICES PROVIDED TO YOU BY CONTRACTORS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree to indemnify and hold Spot and Spot’s officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees) arising out of or in connection with your use of the Services or Pet Care Services obtained through your use of the Services, your breach or violation of any of these Terms, Spot’s use of your User Content, or, your violation of the rights of any third party, including Contractors.
15. Governing Law; Arbitration
Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of the province of Alberta, Canada. Any Dispute, including a conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability shall be first mandatorily submitted to mediation proceedings under the laws of the laws of the province of Alberta, Canada. If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such laws, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the laws of the province of Alberta, Canada. The Dispute shall be resolved by one (1) arbitrator. The place of both mediation and arbitration shall be Calgary, Alberta, Canada. The language of the mediation and/or arbitration shall be English. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
16. Other Provisions
16.1 Claims of Copyright Infringement
Claims of copyright infringement should be sent to Spot at [email protected]
Spot may give notice by means of a general notice on the Services, by electronic mail to your email address in your User Account, or by written communication sent to your address as set forth in your User Account. You may give notice to Spot by email communication to [email protected]
You may not assign or transfer these Terms in whole or in part without Spot’s prior written approval which approval may be unreasonably withheld. You give your approval to Spot for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Spot’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Spot or any Contractor as a result of the contract between you and Spot or use of the Services.
If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”