USERS BROWSING TERMS & CONDITIONS OF USE
Last Updated: May 15, 2017
The Platform is provided solely to (collectively, (1) through (5) are the “Permitted Use” or “Platform Services”): (1) assist you in viewing, accessing and browsing Classified Ad Postings made available to you through the Platform; (2) assist you in gathering information about Classified Ad Posters available on the Platform, including profiles, reviews and other information in respect of Classified Ad Posters (each, an “Classified Ad Poster Profile”); (3) enable you to post information regarding yourself and your Classified Ad Posting on the Platform; (4) enable you to post reviews of Browsing Users, Classified Ad Posters and Classified Ad Postings; and (5) facilitate communication with Browsing Users and Classified Ad Posters in respect of Classified Ad Postings.
XYZ Classified reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Classified Ad Posters, Classified Ad Poster Profiles and Classified Ad Postings, and reviews of Classified Ad Postings and Classified Ad Posters) contained on or provided through the Platform (the "Content") at any time, and from time to time, without notice.
Use of the Platform
Term and Termination
XYZ Classified Not Responsible for Classified Ad Posters
The Platform permits you to post Classified Ads and view Classified Ad Postings and the Classified Ad Poster Profiles of Classified Ad Posters who have registered on the Platform and have chosen to allow you to view their Classified Ad Poster Profiles. If you select a Classified Ad Poster for a Classified Ad Posting through the Platform, or if you get contacted by a Browsing User interested in your Classified Posting, you may separately enter into various communications or arrangements (including legally binding agreements) with that Classified Ad Poster or Browsing User (as applicable) on such terms and conditions as may be agreed to between you and that Classified Ad Poster (“Classified Ad Dealing”).
You understand that you are engaging with the Classified Ad Poster or Browsing User (as applicable) and not XYZ Classified, and that XYZ Classified is not a party to and will be in no way responsible in respect of any Classified Ad Dealings. XYZ Classified does not make any representations or warranties of any kind in respect of any Browsing User, Classified Ad Poster, Classified Ad Posting or Classified Ad Dealing. Without limiting the foregoing, you are solely responsible for (if you are a Browsing User) managing, inspecting, accepting and paying for, or (if you are a Classified Ad Poster) supplying, shipping, packaging, insuring, transporting and receiving payment for, any products or services provided to you by a Classified Ad Poster or by you to a Browsing User (as applicable), in connection with a Classified Posting or in respect of a Classified Ad Dealing. You also agree to act in good faith in respect of each Classified Ad Dealing.
Payment Fees and Taxes
XYZ Classified may, in its sole discretion, offer some of the Platform Services to you for free or charge fees in accordance with its then-current fee schedule that can be found on the Website and is subject to change, from time to time (the “Fee Schedule”). If you are a Classified Ad Poster, you will pay XYZ Classified such fees in respect of each Classified Ad Posting as XYZ Classified may charge from time to time in accordance with the Fee Schedule (the “Fee”). Unless otherwise expressly indicated in the Fee Schedule, all Fees are quoted in U.S. dollars exclusive of applicable sales and value added taxes and are non-refundable and payable upon posting of the applicable Classified Ad Posting on the Platform. You will pay all sales and value added taxes that may be imposed in each applicable jurisdiction and will hold and save XYZ Classified harmless in respect of such taxes. XYZ Classified may require you to provide and keep updated during the Term the details of a current and valid credit card (“Credit Card”) that is acceptable to XYZ Classified in its sole discretion. You hereby authorize XYZ Classified to charge any and all Fees that become due and payable to the Credit Card. You agree to pay such fees, charges and penalties (including costs and expenses related to collection by XYZ Classified of overdue payments) as XYZ Classified may from time to time set out on the Website in respect of late or overdue payments, or declined or unsuccessful Credit Card transactions.
Reviews and Comments
XYZ Classified takes no responsibility and assumes no liability for any Submissions posted or submitted by you. XYZ Classified has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to any of the foregoing, please do not provide us with any Submissions. You acknowledge that XYZ Classified may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.
You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You will not post or transmit to or from the Platform: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that does or may violate rights of publicity and/or privacy, or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that does or may infringe, misappropriate or violate any copyright, trademark, patent right or other intellectual propriety right of any third party. You will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform.
All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by XYZ Classified and are protected by copyright, trade-mark and other intellectual property laws.
Please note that Classified Ad Posters may have additional privacy policies or statements which govern their practices in collecting, storing, using and disclosing your Personal Information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to XYZ Classified that you have familiarized yourself and agree with those privacy policies or statements imposed by any Classified Ad Poster with whom you elect to deal through the Platform.
No Unlawful or Prohibited Use
You will not, without XYZ Classified's prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to: (a) “frame”, “mirror” or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without XYZ Classified’s express written permission; (c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose, in XYZ Classified’s discretion, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (e) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Classified Ad Posting, the Platform or the Content; (f) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Classified Ad Postings, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Classified Ad Posting (g) use the Platform or any Classified Ad Posting or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Classified Ad Dealing and only in the exact manner specified and enabled by therein; (h)attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (i) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content; (j) create derivative works based on the Platform or the Content, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content; (k) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or (l) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by XYZ Classified in its sole discretion.
Third Party Websites
The Platform may provide links to third party websites. XYZ Classified does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under XYZ Classified's control, and if you choose to access any such web site, you do so entirely at your own risk.
The downloading and viewing of Content is done at your own risk. XYZ Classified cannot and does not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.
Communications Not Confidential
XYZ Classified does not guarantee the confidentiality of any communications made by you through the Platform. Although XYZ Classified generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, you understand, agree and acknowledge that XYZ Classified cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform or any Classified Ad Postings.
DISCLAIMER AND EXCLUSION OF LIABILITY
THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. XYZ CLASSIFIED DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITATION, AVAILABILITY OR PRICING ERRORS. XYZ CLASSIFIED DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, XYZ CLASSIFIED EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.
BROWSING USER, CLASSIFIED AD POSTER AND CLASSIFIED AD POSTING REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND XYZ CLASSIFIED DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. XYZ CLASSIFIED MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC BROWSING USERS, CLASSIFIED AD POSTERS OR CLASSIFIED AD POSTINGS.
TO THE FULLEST EXTENT PERMITTED BY LAW, XYZ CLASSIFIED DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT WILL XYZ CLASSIFIED BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT XYZ CLASSIFIED IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT OR ANY CLASSIFIED AD POSTING AGREEMENT.
CLASSIFIED AD POSTERS MARKETING THEIR PRODUCTS OR SERVICES THROUGH THE PLATFORM ARE INDEPENDENT PERSONS OR ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF XYZ CLASSIFIED. XYZ CLASSIFIED IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY CLASSIFIED AD POSTERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR CLASSIFIED AD POSTINGS CREATED BY CLASSIFIED AD POSTERS.
THE LIMITATION ABOVE REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You will defend, indemnify and hold harmless XYZ Classified and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
(b) your violation of any law or the rights of a third party (including, without limitation, intellectual property rights);
(c) your use of the Platform;
(d) breach of or failure to perform in respect of any Classified Ad Dealing by you or by any third party acting on your behalf or with your permission; or
(d) any product or services provided to you (or a third party acting on your behalf) by Classified Ad Posters, or by you (or a third party acting on your behalf) to Browsing Users, in each case in connection with a Classified Ad Posting.
Geographic Application of the Platform
Not all of the Classified Ad Postings and Platform Services are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.
Governing Law and Jurisdiction
Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Platform or the Content.
Entire Agreement, Waiver and Severability