Last updated: November 10th, 2020
These Answerable Terms of Service (the “Terms of Service”) govern your access to and use of the Answerable Platform, including the website located at https://www.answerable.live (the “Website”). These Terms of Service form a binding legal agreement between you (“you” or “User”) and Answerable Inc. (“Answerable”, “us”, “we”, “our”).
BY USING THE ANSWERABLE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12(k). IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU MUST IMMEDIATELY CEASE ANY FURTHER USE OF THE ANSWERABLE PLATFORM.
YOU REPRESENT AND WARRANT TO ANSWERABLE THAT YOU HAVE THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF YOU ARE USING THE ANSWERABLE PLATFORM ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU HEREBY REPRESENT AND WARRANT TO ANSWERABLE THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SERVICE.
These Terms of Service are agreed to as of your first use any part of the Answerable Platform.
- Answerable Platform
This section sets out how the Answerable Platform works including certain features like “My Trust Score”, Answerable’s responsibilities to provide access to the Answerable Platform, your responsibilities when entering into contracts with other users, and what you can and can’t do while using the Answerable Platform.
- Our Role. The Answerable Platform is a marketplace where Brands and Agencies can enter into agreements with Advocates (as defined in section 2(b)) to provide product information and services (“Advocate Services”) to their customers. Answerable makes the Answerable Platform available to Brands, Agencies and Advocates who may enter into agreements for services directly (each agreement, a “Contract”). Through the Answerable Platform, Brands and Agencies may post Contracts and Advocates may accept and fulfil these Contracts by providing the Advocate Services. Answerable may engage third parties to assist it in providing the Answerable Platform or any part thereof.
- License to the Answerable Application. Subject to your compliance with the terms and conditions of this Agreement, Answerable grants you a non-exclusive, non-transferable, and limited license to install, operate and use the Answerable Application during the Term. Your use of the Answerable Application will be subject to any limitations described in these Terms of Service, in the documentation accompanying the Answerable Application, or as otherwise agreed in writing by the parties.
- Answerable not a Party to the Contracts. You understand that Answerable is not a party to the Contracts. At all times, Users are responsible for evaluating Contracts and the Users with whom they choose to enter into such Contracts. Answerable may review and accept or reject proposed Contracts in its sole discretion, but Answerable does not supervise and is not responsible for the content or fulfilment of any Contracts. Answerable’s relationship to Users is that of an independent contractor – neither Answerable nor User are agents, partners or employers of the other.
- Your Responsibilities.
- Brands and Agencies are solely responsible for determining the suitability of Advocates for their Contracts; and paying for Advocate Services. Brands and Agencies will not: (A) use or access the Answerable Platform or post Contracts: (1) in violation of any applicable law or intellectual property right; (2) in a manner that threatens the security or functionality of the Answerable Platform; or (3) in any manner not expressly permitted in these Terms of Service; or (B) submit or post any Contract that would require action or inaction by Advocates or any third party that would violate any applicable law or intellectual property right.
- Advocates are solely responsible for (A) determining which Contracts to enter into; and (B) providing the Advocate Services and Deliverables.
- Restrictions on Use. You will not, nor will you permit others to: (i) use the Answerable Platform to resell or permit timesharing or service bureau use of the Answerable Platform; (ii) knowingly submit or post any User Feedback (as defined below) that is untrue or inaccurate; (iii) use the Answerable Platform to create, collect, send, upload, transmit, store, post, publish, use, process, or otherwise communicate data, information, pictures, videos, audio or other materials or content that: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that you do not have the lawful right to create, collect, send, upload, transmit, store, post, publish, use, process, or otherwise communicate; (C) is false, intentionally misleading, or impersonates any other person; (D) is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (E) is harmful to minors in any way or targeted at minors; (F) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (G) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability; (iv) reverse engineer, de-compile or disassemble any component of the Answerable Platform; (vi) remove or obscure any proprietary notices or labels on the Answerable Platform ; (vii) access or use the Answerable Platform for the purpose of building a similar or competitive product or service; or (viii) perform any vulnerability, penetration or similar testing of the Answerable Platform.
- My Trust Score. You acknowledge and agree that: (i) Users may submit feedback and ratings about other Users’ content and services (“User Feedback”) and such User Feedback will be used to establish each User’s “Trust Score” associated with their Account (as defined in Section 2(a)); (ii) Trust Scores do not reflect the opinion of Answerable; (iii) Answerable will make Trust Scores visible to other Users; (iv) Answerable is not responsible for and does not verify User Feedback for accuracy or completeness.
- Suspension of Access; Scheduled Downtime; Modifications. Answerable may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under these Terms of Service: (i) suspend your access to or use of the Answerable Platform: (A) for scheduled maintenance; (B) due to a Force Majeure; (C) if Answerable believes in good faith that any User has violated any provision of these Terms of Service; (D) to address any emergency security concerns; or (E) if required to do so by a regulatory body or as a result of a change in applicable law; and (ii) make any Modifications to the Answerable Platform.
- User Accounts
This section sets out how Answerable Platform accounts are issued and maintained, and your responsibilities concerning your Answerable Platform account.
- User Accounts. To access certain features of the Answerable Platform, you must register for an Answerable Platform account (“Account”). Answerable may reject Account registrations in its sole discretion. You are solely responsible for all actions made on your Account and for keeping your login credentials safe and private. You agree not to share your login credentials with anyone else or use another User’s Account to access the Answerable Platform. You must promptly notify us of any actual or suspected unauthorized use of your Account.
- Account Types. You may register a “Brand Account”, and “Agency Account” or an “Advocate Account”, (the respective Users of each, “Brands”, “Agencies” and “Advocates”). Brands and Agencies can designate different permissions for Users of their respective Accounts. For clarity, a Brand may authorize Agencies to act on such Brand’s behalf. Brands are responsible for all actions made by Users authorized to act on their behalf.
- Users Authorized to Act. If you are requesting an Account on behalf of another person or entity, you represent and warrant that you are permitted by such person or entity to use the Answerable Platform on such person or entity’s behalf, including by posting and fulfilling Contracts, evaluating and selecting Advocates to provide Advocate Services, and paying for Advocate Services.
- Data; Intellectual Property
This section sets out Answerable and User’s rights with respect to each party’s data in relation to one another – Users can establish ownership and license rights of Deliverables when entering into a Contract.
- Except as expressly set forth in these Terms of Service, nothing in these Terms of Service assigns or grants to Answerable any right, title or interest, including any intellectual property rights, in or to your User Data. You grant to Answerable a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit User Data to: (i) provide the Answerable Platform; (ii) improve and enhance the Answerable Platform and for other Answerable offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or Account (such data, information and materials, the “Aggregated Data”). Answerable may use Aggregated Data for any purpose and without restriction or obligation to you.
- Answerable or its licensors retain all ownership and intellectual property rights in and to: (i) the Answerable Platform; (ii) anything developed or delivered by or on behalf of Answerable under these Terms of Service; and (iii) any Modifications to the foregoing (i) and (ii).
- All rights not expressly granted by Answerable to User under these Terms of Service are reserved.
- Personal Information You represent and warrant to, and covenant with Answerable that your User Data will only contain Personal Information in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable Answerable to provide the Answerable Platform, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Answerable and to or from all applicable third parties.
- Fees and Payment
This section sets out what fees Users are responsible for when using the Answerable Platform.
- Platform Fees. Brands and Agencies will pay to Answerable certain fees for using the Answerable Platform, which will be set out in an order form or on the Website (“Order Form”, the fees “Platform Fees”).
- Contract Fees. Brands and Agencies will specify in their posted Contracts the fees payable for fulfillment of such Contracts (“Contract Fees”, together with the Platform Fees, the “Fees”). Brands and Agencies will pay Contract Fees to Answerable through the Answerable Platform to be released to Advocates upon fulfillment of each applicable Contract, unless otherwise set out in such Contract. Brands and Agencies acknowledge that (i) Answerable may, in its sole discretion, delay posting Contracts to the Answerable Platform; and (ii) performance of the Advocate Services and delivery of Deliverables under a Contract may be withheld until all applicable Contract Fees are received by Answerable. In no event will Answerable be liable to Advocates for unpaid Contract Fees.
- Payment Methods. If you are required to pay Fees under these Terms of Service or a Contract, you must provide a valid method of payment upon Account creation. You agree and acknowledge that we may bill your payment method in accordance with these Terms of Service, the Order Form and any applicable Contracts.
- Late Payment. If Users fail to pay any Platform Fees when due, Answerable reserves the right to suspend Users’ access to the Answerable Platform and withhold any Deliverables until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
- Taxes. The Fees set out in these Terms of Service do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Users will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms of Service other than taxes based on the net income or profits of Answerable.
- Any suspension of the Answerable Platform by Answerable pursuant to the terms of these Terms of Service will not excuse Users from its obligation to make payments under these Terms of Service.
- Confidential Information
Answerable and Users might share confidential information with each other – this section sets out the rights and responsibilities of both Answerable and Users with respect to that confidential information. Except for limited circumstances, everyone must keep each other’s confidential information confidential.
- For the purposes of these Terms of Service, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Terms of Service, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where Discloser is User includes User Data and the Deliverables; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
- Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under these Terms of Service: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than these Terms of Service, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each party will take industry standard precautions to safeguard the other party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
- Exceptions to Confidentiality. Notwithstanding Section 7(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business.
This section sets out your understanding that the Answerable Platform may not always be available, and that Answerable is not responsible for the Contracts between Users on the Answerable Platform.
- EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, ANSWERABLE DOES NOT WARRANT THAT THE ANSWERABLE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ANSWERABLE PLATFORM. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF SERVICE, THE ANSWERABLE PLATFORM (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ANSWERABLE TO USER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
USER ACKNOWLEDGES THAT ANSWERABLE IS NOT RESPONSIBLE FOR THE ACTIONS OR OMISSIONS OF AGENCIES, BRANDS, ADVOCATES OR FOR ANY OF THE ADVOCATES’ SERVICES OR CLAIMS RELATING THERETO.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANSWERABLE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, ANSWERABLE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO USER IN CONNECTION WITH USER’S USE OF THE ANSWERABLE PLATFORM (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY USER FOR ANY PURPOSE WHATSOEVER.
This section sets out your responsibility to reimburse us for any costs or losses associated with a claim brought against us that relates to your use of the Answerable Platform.
- Limitation of Liabilities
This section explains that Answerable’s liability relating to your use of the Answerable Platform is limited to what you’ve paid to use the Answerable Platform, and does not include payment of damages for certain kinds of loss.
- EXCEPT AS OTHERWISE PROVIDED IN SECTION 10(c), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ANSWERABLE IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED (I) THE AMOUNT OF PLATFORM FEES PAID BY YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) IF THE PLATFORM HAS BEEN PROVIDED TO YOU WITHOUT THE PAYMENT OF PLATFORM FEES, $100 USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
- EXCEPT AS OTHERWISE PROVIDED IN SECTION 10(c), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ANSWERABLE BE LIABLE TO YOU: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SERVICES OR THESE TERMS OF SERVICE, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
- The exclusions and limitations in Sections 10(a) and 10(b) do not apply to: (i) your obligations under Section 9; (ii) Losses arising out of or relating to breach of your obligations under Sections 1(d) or 64(b); or (iii) Losses arising out of or relating to a party’s gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts.
- Term and Termination
You agree that these Terms of Service apply as soon as you start using the Answerable Platform, and continue to apply for as long as you continue using the Answerable Platform. If you no longer agree to these Terms of Service, you must stop using the Answerable Platform.
- Term. These Terms of Service are effective on the day you first use the Answerable Platform and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Service (the “Term”). We may terminate these Terms of Service at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Answerable Platform. You may terminate these Terms of Service at any time and with immediate effect by requesting by email that your Account be deleted, or by deleting your Account by emailing [email protected]able.com with the subject “Please Delete my account” and within the email please include your email address and user name, ceasing use of the Answerable Platform and uninstalling and deleting the Answerable Platform. For greater certainty, if you continue to use any portion of the Answerable Platform that is publicly available after these Terms of Service have been terminated, these Terms of Service will continue to apply to the extent of such use.
- Effect of Termination. Upon termination or suspension of your access due to breach of these terms:
- Advocates acknowledge that Contract Fees for incomplete Contracts at the time of suspension will not be payable;
- Brands and Agencies acknowledge that: (A) Contract Fees for Contracts that are active at the time of suspension remain payable; (B) they will no longer be permitted to post new Contracts to the Answerable Platform; and (C) they must immediately cease use of the Answerable Platform once all active Contracts conclude.
- Survival. The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Section 3 (Data; Intellectual Property), Section 4 (Privacy), Section 6 (Fees and Payment), Section 7 (Confidential Information), Section 8 (Warranty; Disclaimer), Section 10 (Limitation of Liabilities), Section 11(c) (Survival), and Section 12 (General Provisions).
- General Provisions
This section sets out additional administrative terms about the agreement created by these Terms of Service.
- Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be sent: (i) if to Answerable, to the following address:
504-96 Spadina Avenue
Toronto, On, M5V 2J6
and (ii) if to User, to the current postal or email address that Answerable has on file with respect to User. Answerable may change its contact information by posting the new contact information on the Website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with Answerable current at all times during the Term.
- Assignment. You may not assign these Terms of Service to any third party without Answerable’s prior written consent. Answerable may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. These Terms of Service will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
- Governing Law and Attornment. These Terms of Service and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with these Terms of Service in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service. This choice of jurisdiction does not prevent Answerable from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
- Export Restrictions. You will comply with all export laws and regulations that may apply to its access to or use of the Answerable Platform and posting of any Contracts.
- Except as otherwise provided in these Terms of Service, the parties’ rights and remedies under these Terms of Service are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other party.
- Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).
- Any provision of these Terms of Service found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.
- A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
- Independent Contractors. Answerable’s relationship to Users is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other party.
- Entire Agreement. These Terms of Service constitutes the entire agreement between the parties with respect to the subject matter of these Terms of Service and supersedes all prior or contemporaneous agreements, representations or other communications between the parties, whether written or oral.
- Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of these Terms of Service and, unless otherwise expressly specified in these Terms of Service, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, ANSWERABLE MAY UNILATERALLY AMEND THESE TERMS OF SERVICE, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING YOU PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY ANSWERABLE, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO YOU OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
- English Language. It is the express wish of the parties that these Terms of Service and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
- Apple App Store Additional License Terms
If you are downloading our app from the Apple App Store – the following terms also apply to your use.
If the Answerable Platform is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Service:
The parties acknowledge these Terms of Service are concluded between the parties, and not with Apple. The responsibility for the Answerable Platform and content thereof is governed by these Terms of Service.
Notwithstanding anything to the contrary hereunder, you may use the Answerable Platform only on a device that you own or control.
You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Answerable Platform.
In the event of any failure of the Answerable Platform to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Answerable Platform (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Answerable Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Service.
Any claim in connection with the Answerable Platform related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Service, and Apple is not responsible for such claim.
Any third party claim that the Answerable Platform or your possession and use of the Answerable Platform infringes that third party’s intellectual property rights will be governed by these Terms of Service, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.
You represent and warrant that you are not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.
You may contact us in writing regarding any notices, questions, complaints or claims with respect to the Answerable Platform.
Address: 504-96-Spadina Avenue, Suite 504
Email Address: [email protected]
Apple is a third party beneficiary to these Terms of Service and may enforce these Terms of Service against you.
If any of the terms and conditions in these Terms of Service are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms of Service was last updated is located at: http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these Terms of Service was last updated is located at: http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.
- Google Play
If you are downloading our app from the Google Play Store – the following terms also apply to your use.
If the Answerable Platform is provided to you through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Service:
You acknowledge that Google is not responsible for providing support services for the Answerable Platform.
If any of the terms and conditions in these Terms of Service are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms of Service was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.
Some of the capitalized terms used in the Terms of Service are defined here, while others are defined throughout bolded and in quotation marks.
- “Answerable Application” means Answerable’s mobile application product under the name Answerable and any updates provided as part of the Answerable Platform.
- “Answerable Platform” means: (i) services through which Answerable hosts and makes available through its online platform connecting Brands, Agencies and Advocates ; (ii) any component or Modification of the services referred to in (i); (iii) the Answerable Application and (iii) the Support Services.
- “Deliverables” mean information, content, documents, work product, data, media, and all digital or physical materials that are described in a Contract, that are created by or on behalf Advocates during their provision of the Advocate Services and that are provided to a Brand or Agency as applicable.
- “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
- “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
- “Personal Information” means information about an identifiable individual.
- “User Data” means any data, information, content, records, and files that a User loads or enters into, transmits to, or makes available to the Answerable Platform, including but not limited to Personal Information.