These terms of service constitute a legally binding agreement (the "Agreement") between you and Tech Positive Inc ("Tech Positive", "we", "us" or "our") governing your use of our applications, websites, and technology services (collectively, the "Tech Positive Services").
By entering into to this Agreement, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE TECH POSITIVE SERVICES.
We provide an array of mobile apps and websites collectively known as Tech Positive Services.
In the event Tech Positive modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Tech Positive reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Tech Positive Services or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).
The Tech Positive Services may only be used by individuals who can form legally binding contracts under applicable law. The Tech Positive Services is not available to children (persons under the age of 18) without parental supervision or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.
By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or pre-recorded messages may be generated by automatic telephone dialing systems.
Your Information is any information you provide, publish or post to or through the Tech Positive Services (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Tech Positive-related Facebook, Twitter or other social media posting) (your "Information"). Our collection and use of personal information in connection with the Tech Positive Services is as provided in our Privacy Policy located on our website. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Tech Positive to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Tech Positive does not assert any ownership over your Information; rather, as between you and Tech Positive, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.
With respect to your use of the Tech Positive Services and your participation in the Services, you agree that you will not:
All intellectual property rights in the Tech Positive Services shall be owned by Tech Positive absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Tech Positive Services are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information ("Submissions") provided by you to us are non-confidential and shall become the sole property of Tech Positive. Tech Positive shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
TECH POSITIVE and other Tech Positive logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Tech Positive in the United States and/or other countries (collectively, the "Tech Positive Marks"). If you provide Vendor Services as a Vendor, Tech Positive grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Tech Positive Marks solely in connection with providing the Vendor Services through the Tech Positive Services ("License"). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Tech Positive's prior written permission, which it may withhold in its sole discretion. The Tech Positive Marks may not be used in any manner that is likely to cause confusion.
You acknowledge that Tech Positive is the owner and licensor of the Tech Positive Marks, including all goodwill associated therewith, and that your use of the Tech Positive Marks will confer no additional interest in or ownership of the Tech Positive Marks in you but rather inures to the benefit of Tech Positive. You agree to use the Tech Positive Marks strictly in accordance with Tech Positive's Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Tech Positive determines to nonconforming or otherwise unacceptable.
You agree that you will not: (1) create any materials that incorporate the Tech Positive Marks or any derivatives of the Tech Positive Marks other than as expressly approved by Tech Positive in writing; (2) use the Tech Positive Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Tech Positive Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Tech Positive's rights as owner of the Tech Positive Marks or the legality and/or enforceability of the Tech Positive Marks, including, without limitation, challenging or opposing Tech Positive's ownership in the Tech Positive Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Tech Positive Marks, any derivative of the Tech Positive Marks, any combination of the Tech Positive Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Tech Positive Marks; (5) use the Tech Positive Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
Violation of any provision of this License may result in immediate termination of the License, in Tech Positive's sole discretion. If you create any materials bearing the Tech Positive Marks (in violation of this Agreement or otherwise), you agree that upon their creation Tech Positive exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Tech Positive Marks or derivative works based on the Tech Positive Marks. You further agree to assign any interest or right you may have in such materials to Tech Positive, and to provide information and execute any documents as reasonably requested by Tech Positive to enable Tech Positive to formalize such assignment.
Tech Positive respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Tech Positive Services infringe upon your copyrights, please contact our support team for information on how to make a copyright complaint.
You will defend, indemnify, and hold Tech Positive including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of the Tech Positive Services and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, without limitation, Vendors, Customers, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Tech Positive Services or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
IN NO EVENT WILL TECH POSITIVE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY "TECH POSITIVE" FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE TECH POSITIVE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE TECH POSITIVE SERVICES, THE VENDOR SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
This Agreement is effective upon your initial use of the Tech Positive Services. This Agreement may be terminated: a) by User, without cause, upon seven (7) days' prior written notice to Tech Positive; or b) by either Party immediately, without notice, upon the other Party's material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement. In addition, Tech Positive may terminate this Agreement or deactivate your User account immediately in the event: (1) Tech Positive has the good faith belief that such action is necessary to protect the safety of the Tech Positive community or third parties, provided that in the event of a deactivation pursuant to (1) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Tech Positive's reasonable satisfaction prior to Tech Positive permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Tech Positive's satisfaction, this Agreement will not be permanently terminated.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Tech Positive's business, operations and properties, including User information ("Confidential Information") disclosed to you by Tech Positive for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Tech Positive in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Tech Positive with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Tech Positive or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Tech Positive; becomes known to you, without restriction, from a source other than Tech Positive without breach of this Agreement by you and otherwise not in violation of Tech Positive's rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Tech Positive to enable Tech Positive to seek a protective order or otherwise prevent or restrict such disclosure.
This Agreement shall be governed by the laws of the Province of Ontario, Canada without regard to choice of law principles. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Tech Positive, in our sole discretion by providing notice to you. Any notices to you shall be provided to you through the Tech Positive services or given to you via the email address or physical you provide to Tech Positive during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party's failure to act with respect to a breach by the other party does not constitute a waiver of the party's right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Tech Positive with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
If you have any questions regarding the Tech Positive Services, please contact our Customer Support Team.