POTLOC

TERMS OF USE

(Last modified on June 15, 2018)

Welcome to the Potloc Website! These Terms of Use (the “TOU”) are a LEGAL AGREEMENT BETWEEN YOU, A WEBSITE VISITOR, AND POTLOC INC. (“Potloc”, “we”, “us” or “our”), setting forth the terms and conditions for your access and use of Potloc’s website located at https://potloc.com which is owned and operated by Potloc, and includes all subdomains, present and future (the “Website”), including your participation in surveys and the provision of Testimonials (as defined below).

Additional definitions may be made throughout these TOU, but they will be recognizable as they will be capitalized, bolded, and in quotation marks. Additional definitions may also be found in the Privacy Policy, and will have the same meaning in these TOU as they do there. The definitions found in these TOU shall also apply to the Privacy Policy.

By visiting or using the Website, you hereby accept to be bound by these TOU without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, you are not authorized to use the Website.

Potloc reserves the right, at any time and without prior notice, to modify or replace any of the TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your use of the Website following the posting of any changes to the TOU constitutes acceptance of those changes. If there are any significant changes to the TOU that materially affect your relationship with us, you will be notified by email.

The TOU should be read in conjunction with the Privacy Policy, as both these documents govern your use of the Website.

If you have any questions about the TOU, please contact: Potloc Inc. at help@potloc.com or at 300-5420 Saint-Laurent, Montréal H2T 1S1.

1. GENERAL CODE OF CONDUCT FOR USE OF THE WEBSITE

Restrictions. In addition to the more specific rules found elsewhere in these TOU, you agree that, by visiting the Website, you will:

  • Not use the Website in any manner that in any way violates these TOU;
  • Not use the Website in any manner that violates any intellectual property rights of Potloc or any third party;
  • Not use the Website in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
  • Not use the Website in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to Potloc or a third party, or to damage or obtain unauthorized access to any system, data, or other information (whether Personal Information or not) of Potloc, other Website users, or any other third party;
  • Not: (1) take any action that imposes or may impose (as determined by Potloc in its sole discretion) an unreasonable or disproportionately large load on Potloc’s (or its third party providers’) infrastructures; (2) interfere or attempt to interfere with the proper functioning of the Website or any activities conducted on the Website; (3) bypass any measures Potloc may use to prevent or restrict access to the Website or any element thereof; (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; or (5) harvest or scrape any content from the Website in an unreasonable manner; and
  • Use the Website in good faith, and in compliance with all applicable local, provincial, national, and international laws.

Reporting. Any misuse of the Website may be reported to help@potloc.com

2. USER REPRESENTATIONS

Age and Responsibility. You represent that, under the laws that apply to you, (i) you are capable of entering into a contract and (ii) you are of sufficient legal age to visit the Website (or that you have permission from a parent or legal guardian) and to create binding legal obligations for any liability you may incur as a result of the visit of the Website. It is solely your responsibility to determine whether your visit of the Website is lawful, and you must comply with all applicable laws.

3. PRIVACY POLICY AND PERMISSIONS

Privacy Policy. Our Privacy Policy explains how Potloc treats your Personal Information (as that term is defined in the Privacy Policy) and protects your privacy when you use the Website. By visiting the Website, you explicitly consent to the collection and use of your data in accordance with the Privacy Policy, which may be updated from time to time and without notice.

Access to Your Device. In addition to personal and non-identifiable information, the Privacy Policy also describes how the Website may access functions of your computer or handheld or tablet device (“Device”) that are not part of the Website and that are developed by third parties. These are known as permissions, and you agree that Potloc has the right to access third-party computer code on the Device in this manner and as described in the Privacy Policy.

4. INTELLECTUAL PROPERTY RIGHTS

Definition. In these TOU: “Potloc Content” means any and all content, arrangement and layout of the Website, including but not limited to Potloc’s trademarks (including “Potloc”), photos, logos, videos, audio, images, text and computer code; and “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

Ownership. You acknowledge that: (i) the Website contains proprietary and confidential information that are protected by applicable intellectual property and other laws; and (ii) Potloc and/or third parties own all right, title and interest in and to the Website and the Potloc Content that may be presented or accessed through the Website, including without limitation all Intellectual Property Rights therein and thereto of the TOU. All rights not specifically granted under these TOU are reserved to Potloc and its licensors.

Restrictions. You agree that you will not, and will not allow any third party, to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the Website or any Potloc Content, or any other content that may be presented or accessed through the Website for any purpose, unless otherwise permitted by the TOU or the functionality of the Website; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Website; or (iii) remove, obscure, or alter Potloc’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website. The above restrictions further apply to third party property used as part of the Website, including but not limited to third party computer code. For the purposes of the present Section, “computer code” includes source code, frameworks, CSS or JavaScript files, templates, modules, or any similar files. Any unauthorized use of the Potloc Content found in the Website or any derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Potloc may take action accordingly.

Feedback and Testimonials. If you choose to provide Potloc with your testimonials, which may include answers to the questions we ask you within the framework of surveys available on the Website with the purpose of your views on local retail projects and various consuming habits you may have (“Testimonials”) or to communicate to Potloc suggestions for improvements to the Website ( “Feedback”), Potloc shall own all right, title, and interest in and to the Testimonials and the Feedback and will be entitled to use the Testimonials and Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Testimonials and Feedback to Potloc and waive in favour of Potloc, its successors and assigns all your moral rights in the Testimonials and Feedback and agree to provide Potloc such assistance as Potloc may require to document, perfect, and maintain Potloc’s rights to the Testimonials and Feedback. You acknowledge and agree that, by providing any Testimonials or Feedback to Potloc, you are not entitled to any compensation or reimbursement of any kind from Potloc under any circumstances.

5. EXTERNAL LINKS

Third Party Services. From time to time Potloc may provide links to other applications, websites or services (“Third Party Services”). Links from the Website may take you to Third Party Services not covered by these TOU. When you access third party resources in this manner, you do so at your own risk. Potloc provides those links as a convenience to you and Potloc takes no responsibility for your use of those Third-Party Services or protection of your privacy (including collection of your personal information) on those Third-Party Services. We encourage you to check the terms of use and/or privacy policy of any Third-Party Service you visit. Potloc does not make any claim or warranty whatsoever about the content of those Third-Party Services to which we link, or any products or services available through those Third-Party Services or the third parties providing such services.

No Liability. In no way will Potloc, Potloc’s affiliates and subsidiaries, and all of our and their respective shareholders, officers, directors, employees, agents, partners, principals, suppliers, licensors, representatives, successors and assigns (collectively referred to as the “Representatives”) be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (i) for your use of Third-Party Services that may be linked to from the Website or the information thereon; (ii) for any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those Third-Party Services; (iii) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to Third-Party Services; or (iv) for the actions of the operators of any such Third-Party Services.

6. CONTESTS, SWEEPSTAKES AND PROMOTIONS

Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Website may be governed by rules that are separate from the TOU. As such, please review the rules applicable to the Promotions. If the rules for a Promotion conflict with the TOU, the Promotion rules will apply. Promotions may be available for a limited time.

7. INTERRUPTION OF SERVICE

From time to time, the Website may be unavailable for brief periods of time for maintenance and / or modifications to the Website. While we will endeavour to make this unavailability as brief as possible, Potloc and its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Website, and disclaims any responsibility thereto, including any loss you may suffer as a result of the non-completion of a challenge.

8. TERMINATION OF THE WEBSITE AND TOU

Termination of the Website. Potloc may, in its sole discretion and at any time, discontinue providing the Website, or any part thereof, with or without notice. You agree that Potloc and its Representatives shall not be liable to you or any third party for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from termination of the Website, or any part thereof.

Termination of the TOU. Termination of the Website shall terminate the present TOU as between you and Potloc. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.

9. DISCLAIMERS

Security Measures. We endeavour to use reasonable security measures to protect against unauthorized access to your data which may be stored on our servers. We cannot, however, guarantee absolute security of the information, including your Personal Information, that we collect, and we cannot promise that our security measures will prevent third-party “attackers” from illegally accessing the Website or its content. You agree to immediately notify Potloc of any breach of security of which you are aware, at help@potloc.com and you accept all risks of unauthorized access to the Website and any information you provide to Potloc.

“As is” Basis. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS AND USE OF THE WEBSITE, THE INFORMATION AVAILABLE THROUGH THE WEBSITE (WHETHER PROVIDED BY POTLOC, OTHER USERS OF THE WEBSITE OR THIRD PARTIES) OR ANY ACTIVITY ARISING FROM YOUR USE OF THE WEBSITE OR THE INFORMATION THEREON AND THE MATERIALS DOWNLOADED IS AT YOUR SOLE RISK. THE WEBSITE (INCLUDING ALL ITS CONTENT) IS PROVIDED TO YOU ON AN “AS IS” AND "AS AVAILABLE" BASIS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE ACCESS OR USE OF THE WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POTLOC DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, ACCURACY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. POTLOC MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE WEBSITE WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND POTLOC DISCLAIMS ANY LIABILITY RELATING THERETO. TO THE EXTENT THAT THE LAW DOES NOT PERMIT A DISCLAIMER OF WARRANTIES, ALL CONTENT ACCESSIBLE ON OR THROUGH THE WEBSITE OR ANY THIRD-PARTY SERVICES TO WHICH WE LINK, AND ALL OPERATIONS ON THE WEBSITE ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.

Warranty Disclaimer. POTLOC MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE ACCESS, THE USE OR THE RESULTS OF THE USE OF THE WEBSITE ARE OR WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, POTLOC MAY MODIFY, SUSPEND, OR DISCONTINUE ANY ASPECT OR FEATURE OF THE WEBSITE OR YOUR ACCESS OR USE OF THE WEBSITE. IF POTLOC ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE ANY PART OF OR ALL OF THE WEBSITE, POTLOC WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY.

Your Information. YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY TESTIMONIAL OR OTHER INFORMATION ON OR THROUGH THE WEBSITE (INCLUDING PERSONAL INFORMATION) IS AT YOUR OWN RISK. POTLOC DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH CONTENT OR INFORMATION IN ANY WAY.

10. LIMITATION OF LIABILITY AND INDEMNITY

Limitation of Liability. IN NO CASE WILL POTLOC, ITS AFFILIATES AND SUBSIDIARIES, AND ALL OF OUR AND THEIR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE DAMAGES OR OTHER DAMAGES, OR FOR ANY LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES ARISING OUT OF OR RELATING TO (I) THE WEBSITE, POTLOC CONTENT OR OTHER CONTENT (INCLUDING ANY THIRD PARTY MATERIALS); (II) YOUR ACCESS, USE, MISUSE OR INABILITY TO ACCESS OR USE THE WEBSITE; OR (III) THE INTERRUPTION, SUSPENSION OR TERMINATION OF ANY PART OF OR ALL THE WEBSITE, IN ALL CASES (I), (II) AND (III) REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, WARRANTY, DELICT, QUASI-DELICT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY) AND EVEN IF POTLOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TOU, IN NO EVENT WILL POTLOC’S AGGREGATE LIABILITY FOR ANY CLAIMS IN CONNECTION WITH YOUR USE OF THE WEBSITE OR YOU PARTICIPATION IN OUR SURVEYS EXCEED CAD 1.00.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.

Indemnity. You will indemnify and hold Potloc and its Representatives harmless with respect to any suits, claims, demands, costs and fees (including reasonable lawyer’s fees), including third party claims, arising out of (i) your breach of the TOU or Privacy Policy; (ii) your access, use, misuse or connection to the Website; or (iii) your violation of any rights of a third party.

11. GOVERNING LAW AND JURISDICTION

Use of the Website shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada and the federal laws of Canada applicable in the Province of Quebec in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and Potloc shall be brought exclusively in the courts located in the Judicial District of Montreal, Quebec, Canada. The foregoing choice of jurisdiction and venue shall not prevent you or Potloc from seeking injunctive relief with respect to a violation of intellectual property rights, enforcement or recognition of any award or order in any appropriate jurisdiction. You and Potloc expressly disclaim applicability of the terms of the United Nations Convention of Contracts for the International Sale of Goods and any legislation implementing such Convention will not apply to these TOU nor to any dispute arising therefrom.

12. LAW ENFORCEMENT

Potloc reserves the right, without any limitation whatsoever, to: (i) investigate any suspected breaches of the Website security, or of its information technology or other systems or networks; (ii) investigate any suspected breaches of the TOU or violations of any additional terms, conditions or rules posted in connection with a particular feature on the Website; (iii) involve and cooperate with law enforcement authorities in investigating any such matters; and (iv) prosecute violators of the TOU to the full extent permitted by applicable law.

13. MISCELLANEOUS PROVISIONS

Entire Agreement. The TOU, in conjunction with the Privacy Policy, constitute the entire agreement between you and Potloc with respect to your use of the Website, superseding any prior agreements between you and Potloc.

No Assignment. You may not assign, sub-license or otherwise transfer any of your rights under the TOU.

Force Majeure. Potloc shall not be liable for any failure to perform its obligations under the TOU where such failure results from any cause beyond Potloc’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation.

Severability. If any provision of the TOU or the Privacy Policy is held to be invalid or unenforceable by a court of competent jurisdiction, they are, to that extent, deemed omitted and the validity of the other provisions of the TOU or the Privacy Policy, as the case may be, will not be affected.

No Waiver. The failure of Potloc to enforce any provision of the TOU or the Privacy Policy shall not constitute a waiver of such provision or of Potloc’s right to enforce such provision and every other provision.

Language. The parties hereto acknowledge having expressly required that the TOU and the Privacy Policy are to be drawn up in the English language. Les parties aux présentes reconnaissent avoir expressément exigé que les présentes Conditions d’utilisation et la Politique relative à la protection des renseignements personnels soient rédigées en anglais.