In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:
These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of Cartly Inc.’s, ("we", "us" or "our") website ("Website") our online software as a service platform and delivery services (jointly the "Service").
THERE ARE TERMS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. YOU MUST REVIEW THESE TERMS, ALONG WITH ANY POLICIES INCORPORATED BY REFERENCE HEREIN, BEFORE USING THE WEBSITE AND SERVICE.
BY USING OUR WEBSITE AND SERVICE, YOU, THE USER (HEREIN "YOU" OR "YOUR"), REPRESENT AND WARRANT THAT:
1. YOU ARE OF THE AGE OF MAJORITY; AND
2. YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM.
IF YOU ARE NOT OF THE AGE OF MAJORITY OR DO NOT AGREE TO THESE TERMS PLEASE STOP USING THE WEBSITE AND SERVICE AND CONTACT US IMMEDIATELY.
IF YOU ARE USING THE WEBSITE AND/OR SERVICE ON BEHALF OF, OR IN THE EMPLOY OF AN ORGANIZATION (CORPORATION, TRUST, PARTNERSHIP, ETC.), YOU ARE AGREEING TO THESE TERMS FOR THAT ORGANIZATION AND REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN SUCH A CASE, "YOU" AND "YOUR" WILL ALSO REFER TO THAT ORGANIZATION AND YOURSELF INDIVIDUALLY.
FOR GREATER CLARITY, BOTH YOU AS AN INDIVIDUAL AND YOUR ORGANIZATION ARE LEGALLY BOUND BY THESE TERMS WHICH FORM AN AGREEMENT BETWEEN YOU AND CARTLY INC.
AS OUR WEBSITE AND SERVICE CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS BY UPDATING THIS PAGE. THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE OR USE OUR SERVICE, YOU ARE RESPONSIBLE FOR PERIODICALLY REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AND SERVICE AFTER
SUCH AMENDMENTS HAVE BEEN POSTED. IF YOU DO NOT AGREE WITH THE AMENDMENTS, YOU SHALL IMMEDIATELY STOP ACCESSING THE WEBSITE AND SERVICE AND TERMINATE YOUR ACCOUNT.
About Our Website and Service
We own and operate, in conjunction with our contractors, the Website and related Services. To learn more about our Website, Service and complete offering, please visit http://www.cartly.ca.
We are not a grocery store, we simply facilitate the online sale and delivery of products owned and sold by local grocery and convenience stores (“Stores”). For a list of our approved Stores, please visit:
All users of our Service must register for an account. You are required to provide your full legal name, address, a valid email address, and any other information reasonably requested by the Service.
Whether you signed up for a free trial, pay for your account access individually or access your account at the enterprise level (for example through an employer or organization) you agree that access to your account or accounts constitutes good and valuable consideration in exchange for agreeing to these Terms.
Upon establishing a user account with us, we hereby grant you a worldwide, non- transferable, non-exclusive license to access the Service in accordance with these Terms, but reserve the right to revoke said license and your access to our Website and Service without cause or justification.
Additional terms, including but not limited to, subscription duration, grocery delivery, free trials, price, account access and payment may be specified on the Website and/or the Service. Those terms, as amended from time to time, are hereby incorporated by reference and form part of this agreement. If any terms posted to the Website or Service concerning price, free trials, subscription duration etc. are posted in error, we reserve the right to amend those terms.
You agree to pay any and all sales taxes, whether Canadian or foreign, applicable to this agreement or arising in any way from your account and access to and use of the Website and Service.
Access to your account is not transferrable and is only intended for the individual or entity that established the account.
Upon setting up an account you will be required to create a password. You are responsible for safeguarding the password you use to access the Website and Service and you agree not to disclose your password to any third party. You agree you are responsible for any activity on your account, whether or not you authorized that activity. You agree to immediately notify us of any unauthorized use of your account.
You understand that the technical processing and transmission of the Website and Service, including your content, may be transferred unencrypted, hacked or stolen by third-parties and involve transmissions over various networks and devices.
Proprietary Rights Notices
Our Website and Service contain open source and public domain content, licenced content as well as proprietary content owned by us and third parties. You are not permitted to copy or distribute any content (including but not limited to text, images, videos and audio) on the Website or Service without express consent of the owner.
All other contents of the Website and Service, including but not limited to the computer code, is the property of Cartly Inc. and/or our independent providers of content ("ICPs") with all rights reserved.
Your Content Is Your Content
We offer an online forum, chat function and the ability to contact us on the Service. We do not review or pre-screen the contents of electronic data uploaded or posted to the Service by you or other users (“User Content”). We claim no intellectual property ownership rights with respect to your User Content. However, you hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Service in order to facilitate the ordinary use of the Service. This license ends when you delete your User Content from the Service. Keep in mind that when you delete your User Content, it is deleted in a manner similar to emptying the recycle bin on a computer.
In addition to our Acceptable Use Policy, you agree not to use the Service in any manner which may infringe copyright or intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the Terms of this agreement.
We may, but have no obligation to, remove content and accounts that we determine in our sole discretion are unlawful or violate any party’s intellectual property or these Terms.
Property and Feedback
All right, title and interest in and to the Website, Service and their contents or components are and will remain the exclusive property of Cartly Inc. and our licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.
The Website, Service and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents. You may not copy or modify the code used on the Website or Service.
All feedback, comments, and suggestions for improvements (the "Feedback") that you provide to us, in any form, will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein.
At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Website, Service or their contents or in any of our Intellectual Property Rights on account of these Terms or your performance under these Terms. Any unauthorized use of our property will be prosecuted to the fullest extent of the law.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at email@example.com. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringers account.
We reserve the right to provide your content and information uploaded to our Service to third parties if required by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
If we are required by law to make any disclosure of your content or information we may provide you with written notice (to the extent permitted by law) prior to such disclosure so that you may take appropriate action.
Whether or not affiliated with sites that may be linked to our site, we are not responsible for their content (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk. We and other users provide links and references to material on other websites not owned or operated by us. Links found on our Website or Service are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding sites at your own risk.
ACCEPTANCE OF RISK
EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
YOU AGREE THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.
LIMITATION ON LIABILITY
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, STORES (AS DEFINED ABOVE) OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, STORES OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE AMOUNTS PAID BY YOU (IF ANY) TO US OVER THE PRECEEDING TWO (2) MONTHS.
YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND SERVICE,
AND IF YOU ARE A PAYING USER, THE FEES PAID BY YOU, REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
Terms Apply to API Client Providers and Users
In some cases, we may permit the use of our Application Programming Interface ("API") to certain individuals and businesses ("API Provider"). You agree that these Terms shall be binding on you if you are an API Provider, or if you are accessing our Service, data or information from an API client application (“API Client”).
You agree that we, our affiliates, officers, directors, employees, contractors, agents, suppliers, Stores and licensors shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we were advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API.
We reserve the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.
Law of the Contract
This agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, as it is applied to agreements entered into and to be performed entirely within such province.
Any dispute, controversy or claim arising out of or relating to these Terms (or documents referred to herein), including any question regarding their existence, interpretation, validity, breach or termination, or the relationship created by them, shall be referred to and finally resolved by arbitration under the ADR Chambers Arbitration Rules. The place of the arbitration shall be Toronto, Ontario.
There shall be one (1) arbitrator. The language of the arbitration shall be English.
There will be no appeal from the decision of the Arbitral Tribunal on questions of fact, law, or mixed fact and law.
If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Where a provision in these terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the
provision, as originally drafted, shall substitute.
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by a duly authorized representative of Cartly Inc.
No Construction Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial By Jury
You agree to hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, Stores, shareholders, successors, assigns and directors. You further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation By Reference
Though we would much rather you stay, you can stop using our Service at any time. We reserve the right to suspend your account or access to our Website or Service at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Service in any way that would cause us legal liability or disrupt its use.
Your suspension or termination of your access to our Website or Service shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, indemnification, settling disputes (including the jurisdiction and choice of law) shall remain binding.
Right to Seek Injunction
Violation of these Terms may cause us irreparable harm, and therefore you agree that we will be entitled to seek extraordinary relief, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
In the course of using your account with us, you may be required or by your actions may be deemed, to consent to the terms of agreements provided by certain third party service providers, including but not limited to, payment processors, credit card companies and banks. You agree that nothing in those agreements shall in anyway alter these Terms or your obligations hereunder.
Any new features that augment or enhance the current Website and Service, including the release of new versions, tools and resources, shall be subject to these Terms. Continued use of the Website and Service after any such changes shall constitute your consent to such changes.
Collection of Personal Information
To establish an account with us, we collect your personal information including, but not limited to, your:
• Social Profiles (where you elect to create an account and sign-in using LinkedIn, Facebook, Google, Twitter and other accounts);
• Contact information;
• IP address and location data;
• Website statistics and analytics data regarding your use of the site;
• Other types of raw data relating to how you interact with the Website and Service including, for example, your browser information and session duration;
• Profile photos (where you elect to upload them);
• Banking and credit card information; and
• All other information you provide on our Website or Service.
• We also collect credit card and payment information from you via our third party payment provider. Their additional terms of service and privacy policies may apply to the collection and use of your personal information. If you have questions regarding our payment processor please contact us.
The Use of Your Personal Information
The collection of your personal information may be used to:
• Promote our website and service offerings to you in various forms of communication;
• Support and improve the Website and Service we offer;
• Provide customer support;
• Communicate with you about your account;
• Bill and collect money owed to us;
• Pursue available legal remedies to us and to prosecute or defend a court, arbitration or similar proceeding;
• Send or display informational and promotional materials from us, our partners or third parties to you;
• To meet legal requirements;
• To provide information to representatives and advisors;
• To enforce compliance with any terms & conditions and applicable law; and
• Enhance our Service offerings to you and offer you related products and services,
whether by advertisements or otherwise.
The Disclosure of Your Personal Information and Access to It
We may share your personal information with our Stores, advertisers, partners and employees who need to use that information in connection with one or more of the purposes for which that personal information was collected.
We also operate the Websites and Service in conjunction with our independent contractors. Our independent contractors may have access to your personal information in providing you with access to the Website and Service and in the course of undertaking maintenance to the Website and Service. We may use a variety of service providers, advertisers or employees in locations both inside and outside of Canada, which may make your personal information the subject of foreign laws and foreign legal proceedings.
We may also access and/or disclose your personal information if required or permitted to do so by law (for example, in order to comply with a legal requirement including but not limited to one imposed by a warrant, subpoena, court order or like instrument served on us or in urgent circumstances to protect the life, health or security of any person).
We may also disclose your personal information to our successors (if our company or the Service is acquired by another legal entity), or any assignee of our assets relating to the Website and Service.
WHILE WE TAKE MEASURES TO PROTECT YOUR PERSONAL INFORMATION, YOU AGREE THAT WE, OUR SUCCESSOR, ASSIGNS, EMPLOYEES, OFFICERS, STORES, DIRECTORS AND INDEPENDENT CONTRACTORS SHALL NOT BE LIABLE FOR THE LOSS OR THEFT OF YOUR PERSONAL INFORMATION OR ANY DAMAGES CAUSED AS A RESULT THEREOF.
Retention of Your Personal Information
We keep your personal information only for as long as it is required in accordance with the purpose for which it was collected. Consequently, there is no single retention period applicable to all instances of personal information collected by us.
When any personal information is no longer required for the purposes for which it was collected, we destroy the personal information in a manner that takes into account the sensitivity of that information.
Our Website and Service may place a "cookie" in the browser files of your computer. The cookie itself does not contain any personally identifying information. However, the cookie may enable us to relate your use of our Website and Service to information that you have specifically and knowingly provided. By changing the settings in your web browser you can prevent cookies from being used, but doing so may interrupt the proper use of the Website and Service.
ACCEPTABLE USE POLICY
WE ACCEPT NO RESPONSIBILITY FOR YOUR ACTIONS OR THE ACTIONS OF OTHER USERS OF THE WEBSITE AND SERVICE (WHETHER ONLINE OR OFFLINE).
You agree to use our Website and Service in accordance with the following acceptable use and code of conduct guidelines. In particular, you agree that you:
1. Will not upload, copy, distribute, share, sell, create derivative works of, or otherwise alter or use any content, in whole or in part, for any purpose whatsoever except as expressly authorized in this acceptable use policy and the Terms;
2. Will not upload, copy, distribute, share, or otherwise use content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, pornographic, threatening, racially or ethnically offensive or abusive, that would violate another person's rights (including their intellectual property rights), constitute or encourage a criminal offense, give rise to civil liability, or violate any local, state, provincial, national or international law or regulation, or that is otherwise inappropriate;
3. Will not exploit the images of children or disclose personally identifiable information belonging to others;
4. Will not upload, copy, distribute, share, or otherwise use unsolicited or unauthorized advertising, promotional materials, or any junk mail, spam, make money fast schemes, chain letters, pyramid schemes, or any other form of solicitation;
5. Will not upload, copy, distribute, share, or otherwise use content that contains or embodies software viruses, worms, trojan horses, bugs or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent.
6. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account.
7. Will not impersonate any person or entity.
8. Will not access the Website and Service by any means other than through the interface provided by us for use in accessing the Website and Service. This includes not using or launching any automated system including, without limitation, any spider, robot (or "bot"), scraper, or offline reader, that accesses the Service in a way that sends more request messages to our servers in a given time period than a human reasonably can produce in the same time period.
9. Will not interfere with or disrupt the Website, Service or servers or networks connected thereto, make the Service available over a network (other than our network) where it could be used by others, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
10. Will not use the Website or Service to artificially generate traffic or page links to a Website or for any other purpose not intended.
11. Will not collect, harvest or store any personally identifiable information, including user account information, from us.
12. Will not use the Website or Service in a way that has any unlawful or fraudulent purpose or effect;
13. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website or Service, in whole or in part.
14. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website or Service.
15. Will not rent, lease, sublicense, transfer, sell, trade, resell or exploit for any commercial purposes any portion of the Website or Service (including, without limitation, your account information), use of the Service or access to the Service.
16. Will not use the Service to harass or "stalk" anyone.
17. Will not use your account for your own commercial purposes by sublicensing any rights granted by the Terms or, in any way, sharing the benefit of your account with others. That is, your account is non-transferrable and may only be used by you.
18. Will not upload content that exploits anyone in a sexual or violent manner or that solicits personally identifiable information from anyone under the age of 18.
19. Will not use the Website or Service in any way that violates the Terms, or that aids, encourages, or purports to authorize anyone else to violate the terms of this policy.
20. Will not use the service in any way that intentionally or unintentionally violates any applicable local, state, provincial, national or international law or regulation.
21. Will not employ misleading e-mail addresses or falsify information in any part of any communication;
22. Will not upload, transmit, disseminate, post, store or post links to any content that:
(a) prohibits from transmitting or posting by law, or by contractual or fiduciary relationship;
(b) facilitates hacking or unauthorized access or use of data, systems, servers or networks including any attempt to probe, scan or test for vulnerabilities, or to breach security or authentication measures;
(c) interferes with service to any user, system or network by using flooding techniques, overloading a system or a network, staging or broadcasting an attack, or any other means resulting in a crash of a host either deliberately or by negligence;
(d) infringes on, or contributes to any infringement of, any intellectual property, material protected by copyright, trade mark, patent, trade secret or proprietary right of any party;
23. Will not use threats or implications thereof.
We reserve the right in our sole discretion to revise this policy, which shall be posted on the Website and Service.