Effective Date: December 28, 2017. Latest update: June 20, 2023.
Please read the following carefully.
Thanks for using eQuo! These Terms of Use ("Terms") cover your use and access to the websites, mobile sites and other technology delivery channels (collectively, "Site"), Software (as defined below) and more generally the promotional and other services ("Services") provided by eQuo Services Inc. ("we", "us", "our", "eQuo"). Our Privacy Policy explains how we collect, use and disclose your information while our Terms outline your responsibilities when using our Site, Software and Services. Please read these Terms and related policies carefully and make sure that you understand them before using our Site, Software and Services. By accessing our Site or using our Software and Services, you're agreeing to be bound by these Terms and our Privacy Policy. If you're using our Software and Services for an organization, then you're agreeing to these Terms on behalf of that organization and all of its users. If you do not agree to be bound by these Terms and related policies, you are not permitted to access or use our Site or use our Services.
Please note that before using our Software or signing up to obtain specific Services from eQuo, you will be asked to formally agree that you have read and accepted these Terms. You should also print a copy of these Terms or save them to your computer/mobile device for future reference.
You may use our Site, Software and/or Services only if you can form a binding contract with us, and only in compliance with these Terms and all applicable laws. By entering or using our Site, Software and/or Services you represent that: (i) you are at least 13 years old or the minimum legal age in your country to use the Services (however, children of all ages may use the Site, Software and/or Services if enabled by a parent or legal guardian); (ii) if you are under 18 years old, you represent that you have your parent or guardian’s permission to use the Services; (iii) if you are a parent or legal guardian of a user under the age of 18, by allowing your child to use our Site, Software and/or Services, you are subject to these Terms and responsible for your child’s activities; (iv) you understand the risks associated with using our Site, Software and/or Services; (v) you have the right, authority and capacity to enter into these Terms on behalf of yourself and/or the person or entity that you represent (if applicable); and (vi) you are not prohibited from entering into these Terms or using our Site, Software and/or Services under any applicable laws.
The Terms and any other policies or guidelines governing the Site, Software and the Services are subject to change by eQuo at any time in our sole discretion. Any changes will be effective upon the posting of the revisions on the Site. Your use of the Site, Software and the Services will be subject to the most current version of the Terms posted on the Site at the time of such use. Your continued use of this Site, Software and the Services after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms regularly. If you do not agree to any changes to these Terms, please immediately discontinue your use of the Site, Software and the Services.
You also understand and agree that we may amend, alter, suspend or discontinue any aspect of the Site, Software or the Services at any time, including the availability of any Site, Software or Services' features, content, functionality or aspect in our sole discretion without notice to you.
1. Registration Information
We will require you to register and set up an account to use certain portions of the Site, Software and the Services. In order to do so, you may be provided, or required to choose, a password, user ID, and/or other registration information, including, but not limited to, personal information (collectively, "Registration Information"). You agree and represent that all Registration Information provided by you is accurate and up-to-date. If any of your Registration Information changes, you must update it by using the appropriate update mechanism on the Site, if available. If eQuo believes that the Registration Information you provide is not correct, current, or complete, eQuo reserves the right to refuse you access to the Site, Software and the Services, and to terminate or suspend your access at any time. However, eQuo has no obligation to verify the accuracy, currency completeness or usefulness of any Registration Information that you have provided to the Site, Software or through the Services.
2. User ID/Password and Promotional Codes
If you register and/or set up an account on the Site, you will be solely responsible for maintaining the confidentiality of any user ID, password, and similar information. You may not authorize others to use your user ID, password, or similar information. You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your Registration Information, with or without authorization, or who has access to any computer on which your account resides or is accessible.
If you have reason to believe that your account is no longer secure (for example, following a loss, theft or unauthorized disclosure or use of your Registration Information), you must promptly change the affected Registration Information by using the appropriate update mechanism on the Site, if available, or notify us as described in our Privacy Policy.
3. Content
The Site, Software and Services contain text, graphics, photos, software, analytics and lead management tools, trade-marks, trade-names, logos, brand features, icons and other materials ("eQuo Content") made available by eQuo that is owned by eQuo. The Site, Software and Services may also contain third party text, graphics, photos, software, trade-marks, trade-names, logos, brands, icons and other materials ("Third Party Content") that is owned or provided by persons other than us ("Third Party Providers") (the "eQuo Content" and the "Third Party Content" is collectively, "Content"). eQuo makes no representations or warranties regarding such Content. Inclusion of information or materials from third parties on this Site, Software or Services does not mean, unless expressly stated otherwise, that eQuo endorses or agrees with such information or materials.
You understand that you have no proprietary rights in the Content and that the Third-Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third-Party Content.
You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Site, Software, Services or Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of eQuo or the Third Party Providers. You may download Content from the Site, Software and the Services and may use the Site, Software and the Services for your normal internal business use only, provided you keep intact all copyright and other proprietary notices.
The Content, its organization, design, compilation, advertising and all other material on the Site, Software and the Services, including without limitation, the "look and feel" of this Site, Software and the Services, is protected under applicable copyright and other proprietary (including but not limited to intellectual property) rights, including national and international intellectual property laws and is the property of us and our Third-Party Providers. The Site, Software and the Services are copyrighted works of eQuo and we reserve all rights in and to the Site, Software and the Services. The copying, rearrangement, redistribution, modification, use or publication by you, directly or indirectly, of any such matters or any part of the Site, Software or the Services is strictly prohibited.
You also agree not to access all or any part of the Site, Software or Services in order to build a product or service that competes with the Services and except with our permission, you will not additionally license, sell, rent, lease, transfer, assign, or otherwise commercially exploit, or otherwise make the Software or Services available to any third party except as provided herein.
4. Responsibility for End Users
Companies, contributors, affiliates, and users of an account, including employers, employees, institutions and community service providers (collectively, "End Users"), may access and use the Services and Software in accordance with these Terms. Any community member is responsible for use of the Services and Software by its End Users and End Users must use the Services and Software in compliance with the Acceptable Use Policy. End Users will comply with all laws and regulations applicable to the community members use of the Services and Software.
5. Software
eQuo allows you to use and access our proprietary applications and features such as our freelance features and job posting board ("Software"). So long as you comply with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to use the Software, solely to access and use the Services for normal internal business purposes for a period specified under the terms of purchase, unless otherwise described in connection with the particular Software. Unless the following restrictions are prohibited by law, you agree not to copy, modify, duplicate, create derivative works from, frame, mirror, reverse engineer, disassemble, or decompile the Software or Services, attempt to do so, or assist anyone in doing so. You also agree not to access all or any part of the Software or Services in order to build a product or service that competes with the Services or the Software.
6. Hyperlinks
This Site contains hyperlinks to other sites which are not maintained by, or related to, eQuo, including various social media sites (Facebook, YouTube, Twitter, etc.). Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by eQuo of, any affiliation with or endorsement by the owner of the linked site. eQuo has no control over such third-party sites. eQuo is not responsible for the availability of such external sites and no endorsement of any third-party products or services is expressed or implied by any information, material or content referred to or included on or linked from or to the Site. eQuo does not assume responsibility for the accuracy, completeness, accessibility and usefulness of the information, data, opinions, advice or statements contained at such sites and your access and use of such third-party sites, including any information, material, products and services therein, is solely at your own risk. eQuo accepts no liability for any indirect, incidental, exemplary, consequential, punitive or other losses or damages of whatsoever kind arising out of access to or use of any hyperlinked website or any information or reliance on any such content, goods or services available on or through any such linked website. You also understand and agree that the Site's Privacy Policy is applicable only while you are using the Site. Once you are linked to another website, you should read the privacy statement of that website before disclosing any personal information.
7. Submissions; Use of the Site, Software and Services
We have some big rules first…
Treat others with kindness and respect. Just think, how would you like to be treated?
Racism, xenophobia and intolerance will not be allowed, and anyone who does not respect these values will be removed from our community.
And there are some additional guidelines we want everyone to agree to…
Let's keep the spam out. That means no irrelevant posts or advertising.
Can we avoid writing in all caps? It's like shouting and we don't want to raise our voices.
Please keep image sizes to 800x600 or smaller. This is to be considerate of those with slower internet and keep the forum looking neat.
Let's keep the personal attacks and insults against staff at bay. That's not how we do things here.
Be mindful of your language, as some of our members might be young. Swearing is okay in moderation, but let's keep it clean. Our filter is here to help.
Illegal activities, like hacking and tormenting, are not allowed and may be reported to the proper authorities.
Let's keep it PG-rated. If it's not something you'd feel comfortable viewing at work or around kids, let's avoid posting it here.
Submissions and Acceptable Use:
eQuo expects that you will access and use the Site, Software and the Services in a respectful and responsible manner in accordance with applicable laws. You may have the opportunity to post to the forum located on the Site or otherwise engage in dialogue with representatives of eQuo and users of the Site ("Site Users") through on various parts of the Site ("User Areas"). If we provide such User Areas, you are solely responsible for your use of such User Areas and you use them at your own risk.
eQuo welcomes your content, data, information, music, sound, photos, graphics, messages, remarks, ideas, commentary, reviews and other information communicated to eQuo and other Site Users through this Site (collectively, a "Submission"). Of course, you are prohibited from using a false e-mail address, from impersonating another person or entity, or otherwise misleading eQuo or other Site Users as to your identity when you are on the Site or otherwise communicating with eQuo. eQuo may also refuse to grant you an ID or user name if such ID/user name is protected by trademark or other intellectual property laws or is unlawful or offensive, as determined by us in our sole discretion.
You further agree that you will use this Site, Software and the Services for lawful purposes only and represent and warrant that you will not use the Site, Software or the Services to:
(a) download, post, e-mail or otherwise transmit any Submission that is unlawful, harmful, threatening, abusive, harassing, tortuous, homophobic, sexist, defamatory, vulgar, obscene, pornographic, indecent, harassing, threatening, inflammatory, libelous, invasive of another's privacy or publicity rights, hateful, abusive, or racially, ethnically or otherwise objectionable, including but not limited to any Submission that encourages conduct that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party or otherwise violates any applicable local, provincial, national or international laws, including harms minors in any way;
(b) download, post, e-mail or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(c) download, post, e-mail or otherwise transmit any Submission that infringes, misappropriates, or otherwise violates any third party's copyright, patent, trade-mark, trade-secret, or other intellectual or proprietary right of any party, or encourages or enables any other party to do so;
(d) use the Site, the Software, the Services or any Content to post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
(e) upload, post, e-mail or otherwise transmit any Submission to the Site, Software or Services that contains software viruses, malware, corrupted data or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site's infrastructure or limits the functionality of any eQuo's or third party computer hardware, software, networks, or hardware or telecommunications equipment;
(f) interfere with or disrupt the Site or servers or networks connected to the Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any "denial of service" attacks, "spamming", "crashing", or "mail-bombing" the Site or disobeying any requirements, procedures, policies or regulations of networks connected to the Site;
(g) use manual or automated software, devices, scripts, robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Site;
(h) use bots or other automated methods to access the Site, Software or the Services, add or download contacts, send or redirect messages, or perform other activities through LinkedIn, unless explicitly permitted by eQuo;
(i) access, via automated or manual means or processes, the Site, Software or the Services for purposes of monitoring the Site's or the Services' availability, performance or functionality for any competitive purpose;
(j) engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Site, Software or the Services;
(k) attempt to or actually access the Site, Software or Services by any means other than through the interfaces provided by eQuo such as its mobile application. This prohibition includes accessing or attempting to access the Site using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including the Site;
(l) attempt to or actually override any security component included in or underlying the Site, Software or Services;
(m) intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with the Site, Software and the Services;
(n) collect or store personal information about other Site Users of the Site or disseminate such personal information through a Submission or otherwise; or
(o) in the sole judgment of eQuo, download, post, e-mail or otherwise transmit any Submission that violates the previous subsections above, restricts or inhibits other Site Users from using the Site or the Services or which might expose eQuo or its staff or community members or other users to any harm or liability of any type.
Any breach of the above representations, covenants and warranties may result in termination of your use of the Site, Software and the Services, and, if appropriate, referral to relevant law enforcement authorities. eQuo reserves the right, but has no obligation, to monitor Submissions. Although eQuo has no obligation to screen, edit or monitor any of the Submissions posted to or distributed through any User Area, eQuo reserves the right, and has absolute discretion, to remove, screen or edit without notice any Submissions posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any Submissions that you post or store on the Site at your sole cost and expense.
Please note that by sending us Submissions, you are granting to us a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, copy, bundle, market, adapt, transmit, arrange, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person, display or otherwise use any Submission communicated to eQuo by you through this Site, Software and the Services (including, without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein) and to incorporate any Submission in other works in any form, media, or technology now known or later developed, including for advertising and promotion purposes, for any purpose, whatsoever, without any duty to account to you.
In addition, you irrevocably waive all of your moral rights as author in respect of such Submission, however arising. If it is determined that you retain moral rights (including rights of attribution or integrity) in the Submission, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Submission, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Submission by eQuo or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Submission; and (d) you forever release eQuo, and its licensees, successors and assigns, from any claims that you could otherwise assert against eQuo by virtue of any such moral rights. eQuo will not treat any Submission as confidential, and may use any Submission in its business without incurring any liability for royalties or any other consideration of any kind. For greater clarity, eQuo also reserves the right, in its sole discretion, to refuse to post any Submission that it receives from you.
8. Privacy Policy
Please click here to read and review eQuo's Privacy Policy, which describes our privacy policies and practices in detail, as such policy may be amended from time to time by eQuo. Please check our Privacy Policy on a frequent basis for changes. We will treat any personal information that you submit through this Site in accordance with this Privacy Policy. You hereby consent to the use of your personal information by the Site and our Third-Party Providers in accordance with the terms and for the limited purposes set forth in the Privacy Policy. By agreeing to these Terms, you acknowledge and agree that certain information about you is subject to our Privacy Policy.
9. Payment
(a) Fees and Billing. Fees for Software and Services are listed on the Site in Currency stated by Country in dollars. You will require a valid credit card in order to purchase Software and Services from us and you are responsible for providing complete and accurate billing and contact information to eQuo and its third-party credit card processor in connection with your transaction. eQuo has no responsibility whatsoever if our third-party credit card processor declines your purchase and any disputes arising in connection with your payment shall be between you and such processor. Payment processing services for paid Software and Services are provided by a payment processor and you are subject to the applicable payment processor services agreement. By agreeing to the Terms or continuing to use the Software or the Services, you agree to be bound by such payment processor services agreement, as it may be modified by the payment processor from time to time.
(b) Refunds. At eQuo, we believe that our products and services need to have value for our users at all times. This is at the heart of our people and our company. If you want to cancel us because you don't believe that our Software and Services have delivered value for you (and you can explain why), we will, in our sole discretion, refund your money. Simple as that. We stand behind our Software and Services and we stand with our customers to improve their business. If you do believe that you had value, but you find that we could improve things, tell us. We are happy to hear from you in our comments section or you can always email start@equoshift.com. We promise to listen and make things better.
(c) Downgrades. Your account will remain in effect until it's cancelled or terminated under these Terms. If there are any other problems related to your payment of fees, we reserve the right to suspend it, reduce access to certain features or information or terminate your access.
(d) Changes. We may change the fees in effect but will give you at least thirty (30) days' advance notice of these changes via a message to the email address associated with your account prior to the next change.
(e) Territorial Limitations. Regrettably, no resident of the Province of Quebec may purchase Software or Services from us at this time and eQuo hereby refuses to provide any such Software or Services to Quebec residents.
(f) Taxes. You are responsible for all taxes, as applicable. eQuo will charge tax when required to do so. If you are required by law to withhold any taxes, you must provide eQuo with an official tax receipt or other appropriate documentation.
(g) Gift and Promotional Codes. We or our partners may offer gift and promotional codes to users of the Software and the Services. Certain codes may be redeemed for gift or promotional credits applied to your account, which then may be used to purchase eligible content on our platform, subject to the terms included with your codes. Other codes may be directly redeemable for specific content. These codes and credits, as well as any promotional value linked to them, may expire if not used within the period specified in your account. Gift and promotional codes offered by us may not be refunded for cash, unless otherwise specified in the terms included with your codes or as required by applicable law. Gift and promotional codes offered by a partner are subject to that partner’s refund policies. If you have multiple saved credit amounts, we may determine which of your credits to apply to your purchase. Please review any terms included with your codes for more details.
10. Termination.
You're free to stop using our Software and Services at any time. We also reserve the right to suspend or end your access to our Software and Services at any time at our discretion and without notice for any reason or no reason, including if, for example, you're not complying with these Terms, or use the Software and Services in a manner that would cause us legal liability, disrupt the Software or Services or disrupt others' use of the Software and Services. We reserve the right to terminate and delete your account if you haven't accessed our Software and Services for six (6) consecutive months. We'll of course provide you with notice via the email address associated with your account before we do so.
11. Suspension.
(a) Of End User Accounts by eQuo. If an End User (i) violates this Agreement or (ii) uses the Software and Services in a manner that eQuo reasonably believes will cause it liability or violates any applicable law, then eQuo may request that the User suspend or terminate the applicable End User account. If the End User fails to promptly suspend or terminate the End User account, then eQuo may do so.
(b) Security Emergencies. If there is a Security Emergency, then eQuo may automatically suspend your use of the Software and Services. eQuo will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Software and Services that do or could disrupt the Software and Services, other customers' or Users' use of the Software and Services, or the infrastructure used to provide the Software and Services and (ii) unauthorized third-party access to the Software and Services.
12. Effects of Termination.
If your rights are terminated by eQuo under any circumstances: (i) your right to use the Software and Services will immediately cease, except as set forth in this section; (ii) eQuo may provide you with access to your account at then-current fees so that you may export your Services Content; and (iii) after a commercially reasonable period of time, eQuo shall delete any Services Content relating to your account. The following sections will survive expiration or termination of these Terms: 3-10 and 13-18.
13. DISCLAIMERS
Except as described above, everything on the Site, including the Services, the Services Content, the Content, the Software and all Submissions, are provided "as is" and "as available" basis without representations, warranties, guarantees or conditions of any kind, either express or implied. eQuo expressly disclaims all representations, warranties, guarantees and conditions, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement or those arising out a course of dealing or usage of trade. You are solely responsible for any resulting damage to your computer system or loss of data.
eQuo makes no representations, warranties or conditions regarding the completeness, accuracy, availability or appropriateness of the Site, the Services, The Services Content, the Software or the Content or their usefulness for your purposes. For greater clarity, eQuo does not represent or warrant that (i) the Site, Services, Services Content, Content or Software will be uninterrupted, reliable, accurate, complete, suitable, valid, truthful, error-free or will meet your requirements in any way; (ii) any defects in the Site, Services, Services Content, Content or Software will be corrected, or that this Site or the server that makes it available are free of viruses or other harmful components; (iii) the use of the Site, Services, Services Content, Content, or Software will be timely, secure, or error-free; (iv) the results that may be obtained from your use of the Services, Services Content, Content, or the Software obtained through the Site will be accurate, beneficial or reliable; or (v) the quality of any Services, Services Content, Content or Software obtained by you through your use of the Site will meet your expectations. The Services, Services Content, Content and Software may include technical inaccuracies or typographical errors, and eQuo may make changes or improvements at any time.
14. Limitation of liability
In no event shall eQuo, its directors, officers, employees, staff or community members, Third Party Providers, agents or advisors be liable to you or any other person or entity for any indirect, exemplary, incidental, consequential or punitive damages, including lost profits, loss of income, loss of anticipated sales, loss of opportunities, business interruption, failure to realize unexpected savings, damage to property, claims of third parties, loss of goodwill, use, data or other intangible losses or other economic loss arising from: (i) your use or inability to use the Site, Services, Services Content, Content or the Software obtained through the Site or any site to which you hyperlink from the Site; (ii) any third party claims that the use by you of the Services, Content, Services Content, Software or the Site violates any third party intellectual property right or privacy right; (iii) any failure of performance of the Site, Services, Services Content, Content or the Software, whether related to error, omission, interruption, defect, delay in operation or transmission, computer viruses or line failure; (iv) any damages arising from communications or transactions with other Site Users of the Site, whether through the forum, the Services, Services Content or otherwise, or (v) any other matters relating to this Site, Services, Services Content, Content, Software or any Submissions, based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not such eQuo had any knowledge, actual or constructive, that you might incur such damages.
(a) eQuo expressly disclaims any and all such above representations, warranties and conditions to the fullest extent permissible under applicable law. You understand and agree that eQuo's aggregate liability hereunder for all claims relating to the Services, Services Content, Content, Software or otherwise under these Terms shall be limited to direct damages only and to the lesser of (i) $500 or (ii) the amounts paid by you to eQuo during the past six (6) months. Certain jurisdictions do not allow limitations on implied warranties or conditions 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.
15. Indemnity
You agree at all times to indemnify, defend and hold harmless eQuo, its staff or community members, licensors, Third Party Providers, service providers, employees, contractors, agents, directors, officers, successors and assigns (collectively, the "Indemnified Parties") from and against any claims, losses, judgments, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from (i) your use or misuse (and any End User's use or misuse) of the Site, the Services, Services Content, Content, Software or from Submissions that you post to, submit or transmit through the Site, Software or the Services; or (ii) your violation (or any End User's violation) of these Terms or misuse of the Software and Services.
16. Resolving Disputes
(a) Let's Try to Sort Things Out First.
We want to address your concerns without needing a formal legal case. Before filing a claim against eQuo, you agree to try to resolve the dispute informally by contacting start@equoshift.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within fifteen (15) days of submission, you or eQuo may bring a formal proceeding.
(b) We Both Agree to Arbitrate.
You and eQuo agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
(c) Opt-out of Agreement to Arbitrate.
You can decline this agreement to arbitrate by emailing us at start@equoshift.com indicating your opt-out of this Section of the Terms within thirty (30) days of first accepting these Terms.
(d) Arbitration Procedures.
All disputes arising out of or in connection with these Terms, or in respect of any legal relationship associated with or derived from these Terms, shall be finally resolved by arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario and the language of the arbitration shall be English.
(e) Exceptions to Agreement to Arbitrate.
Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
(f) No Class Actions.
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, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
(g) Judicial forum for disputes.
In the event that the agreement to arbitrate is found not to apply to you or your claim, you and eQuo agree that consent to exclusive jurisdiction of the courts of Ontario, Canada in respect of any disputes arising under these Terms.
17. General
(a) Applicable Law. As mentioned above, these Terms and any action related thereto or related to the Site, Software and Services will be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement.
(b) Entire Terms. These Terms and any other legal notices, policies and guidelines of eQuo linked to these Terms constitute the entire agreement between you and eQuo relating to the subject matter hereof and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms may not be amended or modified except in writing or by making such amendments or modifications available on this Site.
(c) No Agency; Third Party Beneficiary. eQuo is not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of eQuo, you, and relying Third Party Providers.
(d) Assignment. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.
(e) Severability. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
(f) No Waiver. eQuo will not be considered to have waived any of its rights or remedies described in these Terms unless the waiver is in writing and signed by eQuo. No delay or omission by eQuo in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. eQuo's failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of eQuo's right to subsequently enforce such provision or any other provisions of these Terms.
(g) Headings. The headings used in these Terms are included for convenience only and have no legal or contractual effect and will not affect the construction or interpretation of these Terms.
(h) Modifications. eQuo may revise these Terms from time to time, and we will always post the most current version on our Site. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Site and the Services after the revisions come into effect, you agree to be bound by the revised Terms.
(i) Events Outside of Our Control. eQuo has absolutely no liability to you if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of eQuo or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that we notify you of such an event and its expected duration.
