Terms of Use

Welcome to Potloc! These Terms of Use (the “TOU”) are a legal agreement between you and Potloc setting forth the terms and conditions for your access to, and / or use of, a variety of Potloc’s “Services”. The Services covered by these TOU consist of the following:

• the “Website” located at http://potloc.com which is owned and operated by Potloc, and includes all subdomains and subpages, present and future, including but not limited to the subdomains listed hereinafter;
  
  
• the “App” located at https://app.potloc.com which is the proprietary survey technology platform licensed to Potloc’s clients (“Clients”) available to certain representatives of the Client (“Client Representatives”) to use and access;
  
  
• any URL beginning with https://poll.potloc.com/survey or https://survey.potloc.com/ where selected individuals (“Survey Respondents”) may respond to Potloc surveys (a “Survey”) and provide additional information; and
  
  
• the “Potloc Community”, which Survey Respondents can join by consenting to do so following the completion of a Survey and providing the requested information, in order to participate in future Surveys and other functions. Once a Survey Respondent has joined the Potloc Community, they may be referred to as a “Community Member” in these TOU. 

In these TOU, “you” may refer to a Website visitor, a Client Representative, a Survey Respondent, or a Community Member, as applicable. When you have created an account on the App and are logged in, you may be referred to as a “Logged-in User” in these TOU.

The Services are owned and operated by Potloc Inc., a Canadian corporation located in Montréal, Canada. Where the present TOU refer to “Potloc” they may refer to Potloc Inc. and / or its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively “Representatives”), depending on the context. Any reference to “we”, “our”, or “us” in these TOU shall also refer to Potloc and / or its Representatives. 

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 Services in any way, 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 Services. The TOU is a legal and binding agreement between you and us.

If you are an individual (notably a Client Representative) using the Services on behalf of a corporation, partnership, association or other registered organization (a “Legal Entity”), you represent and warrant that you have the capacity and authority to enter into the agreement on behalf of the Legal Entity, and hereby agree to be bound by the terms of the TOU on behalf of that Legal Entity. In such case, any reference to “you” or in these terms may also refer to the Legal Entity, as applicable.

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 Services 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 Services.

If you have any questions about the TOU, please contact Potloc at support@potloc.com. If you would like to exercise your rights regarding personal information as described in our Privacy Policy, you may contact Potloc at privacy@potloc.com.

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 use any of the Services (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 to the Website or use of the Services. It is solely your responsibility to determine whether your visit to the Website or use of the Services is lawful, and you must comply with all applicable laws.

Privacy Policy. Our Privacy Policy explains how Potloc processes your Personal Information (as that term is defined in the Privacy Policy) and protects your privacy when you use the Services.  We may update it from time to time and without notice, except in case of significant changes that materially affects the way Potloc processes your Personal Information.

Accounts and Passwords. In order to be able to use the App, you will be required to create an account. Accounts are available to anyone who provides the requisite information as described below, subject to the restrictions and conditions as outlined in these TOU. Accounts for the App are by invitation only. Potloc retains absolute discretion to determine who may have an account on the App. The availability of App accounts for Client Representatives shall also be limited by the Client. Without limiting the generality of the Disclaimer of Warranties further in these TOU, Potloc and / or its Representatives shall not be responsible for any losses or damages, pecuniary or non-pecuniary, to you resulting from Potloc’s refusal to give you an account. 

As part of the account registration on the App, you may be asked to choose a password. It is your responsibility to create a password based on Potloc’s password requirements that cannot easily be discovered by third parties, and that meets the requirements as presented upon signing up. You are responsible for maintaining the confidentiality of your password, and are responsible for all activities that occur under your account whether by you or any third party. You agree to immediately notify us of any unauthorized use of your account or any other breach of security regarding your account.

If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session, or not leave a logged-in account unattended for any period of time. Potloc and its Representatives will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, or a third party using the App with your Account Information and accessing your account through any means, and disclaims any responsibility in this regard.

Potloc reserves the right to suspend or terminate your account, at its sole discretion, at any time and for any reason, including but not limited to whether you have violated the letter or spirit of the TOU, as more fully described hereinbelow.

Account Information. The information required to create an account to begin using the App is the following: your email address. This information you submit as part of the sign-up process may be referred to in the present TOU or the Privacy Policy as “Account Information”. 

Profile Information. If you agree to become a Community Member, you may be asked to provide certain information about you, including: your date of birth, gender, country of residence, language preferences, miscellaneous professional information, and other information about you. This information you submit as part of the sign-up process may be referred to in the present TOU as “Profile Information” and it is subject to the explanations under our Privacy Policy. 

Representations. By submitting Account Information and Profile Information, you represent and warrant that the information is true and accurate to the best of your knowledge. Submitting false or misleading Account Information or Profile Information may result in you being banned from using the Services, at our sole discretion. 

Third-Party Service Login. It may also be possible to log in to certain of the Services using your valid Google or Microsoft account. By selecting this option on the login page, you will be redirected to either the Google or Microsoft log-in page, as applicable. By choosing this option, you authorize Potloc to access your Google or Microsoft account for the purposes of logging you in to the Services.

Generally. By joining the Potloc Community, you agree to abide by its rules posted in the Services from time to time.

Surveys and Rewards. As a Survey Respondent, you will be invited to join the Potloc Community and complete additional Surveys. In certain circumstances, Potloc may offer certain cash, gift card or other rewards for your participation in a Survey (collectively, “Rewards”) provided through a third-party provider of Rewards (the “Reward Provider”). The availability of any specific Reward for a particular Survey shall be determined at Potloc’s discretion in conjunction with the Reward Provider. In certain circumstances to be determined at Potloc’s sole discretion, Rewards may vary depending on your location and/or you may be offered a choice of Rewards.  Rewards may only be offered to Survey Respondents who meet certain criteria (eg. matching the eligibility criteria required by the Survey, passing Potloc’s qualitative assessment of responses such as quality, coherence, relevance and consistency of responses, realistic survey completion time, satisfactory results to automated fraud prevention checks) based on Profile Information and other information collected. Potloc makes no representations or warranties regarding your suitability to earn Rewards for any Survey. In no way will Potloc or its Representatives be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary, resulting from our refusal to offer you Rewards. 

Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Services 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.

Definition. In these TOU: “Potloc Content” means any and all content, arrangement and layout of the Services, 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 Services 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 Services and the Potloc Content that may be presented or accessed through the Services, 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 Services or any Potloc Content, or any other content that may be presented or accessed through the Services for any purpose, unless otherwise permitted by the TOU or the functionality of the Services; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Services; 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 Services. The above restrictions further apply to third party property used as part of the Services, 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 Services 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 or through the Services 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 Services or any idea or proposal related to Potloc or its businesses or properties generally (collectively, “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 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, except any compensation that is presented to you as an inducement in the course of performing a Survey.

Third Party Services. From time to time Potloc may provide links to other applications, websites or services (“Third Party Services”). Links from the Services 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. 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 or its 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 Services 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.

From time to time, the Services may be unavailable for brief periods of time for maintenance and / or modifications to the Services. 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 Services, and disclaims any responsibility thereto.

Termination of the Services. Potloc may, in its sole discretion and at any time, discontinue providing the Services, 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 Services, or any part thereof.

Termination of Your Access to the Services. You agree that Potloc, in its sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, revoke your account credentials, or otherwise terminate your access to or use of the Services (or any part thereof), immediately and without notice, if Potloc believes that you have acted inconsistently with the letter or spirit of the TOU or the Privacy Policy, or have violated any other posted policy.

Termination of the TOU. Termination of the Services 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.

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 (as defined in the Privacy Policy), that we collect, and we cannot promise that our security measures will prevent third-party “attackers” from illegally accessing the Services or its content. You agree to immediately notify Potloc of any breach of security of which you are aware, at support@potloc.com and you accept all risks of unauthorized access to the Services and any information you provide to Potloc.

“As is” Basis. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS AND USE OF THE SERVICES, THE INFORMATION AVAILABLE THROUGH THE SERVICES (WHETHER PROVIDED BY POTLOC, OTHER USERS OF THE SERVICES OR THIRD PARTIES) OR ANY ACTIVITY ARISING FROM YOUR USE OF THE SERVICES OR THE INFORMATION THEREON AND THE MATERIALS DOWNLOADED IS AT YOUR SOLE RISK. THE SERVICES (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 SERVICES. 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 SERVICES 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 SERVICES OR ANY THIRD-PARTY SERVICES TO WHICH WE LINK, AND ALL OPERATIONS ON THE SERVICES ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.

Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW POTLOC MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE ACCESS, THE USE OR THE RESULTS OF THE USE OF THE SERVICES 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 SERVICES OR YOUR ACCESS OR USE OF THE SERVICES. IF POTLOC ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE ANY PART OF OR ALL OF THE SERVICES, 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 SERVICES (INCLUDING PERSONAL INFORMATION) IS AT YOUR OWN RISK. EXCEPT IN CASE OF BREACH OF OUR OBLIGATIONS UNDER APPLICABLE LAW, POTLOC DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH CONTENT OR INFORMATION IN ANY WAY.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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 ARISING OUT OF OR RELATING TO (I) THE SERVICES, POTLOC CONTENT OR OTHER CONTENT (INCLUDING ANY THIRD PARTY MATERIALS); (II) YOUR ACCESS, USE, MISUSE OR INABILITY TO ACCESS OR USE THE SERVICES; OR (III) THE INTERRUPTION, SUSPENSION OR TERMINATION OF ANY PART OF OR ALL THE SERVICES, 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.

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 Services; or (iii) your violation of any rights of a third party.

Use of the Services 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 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. 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 Montréal, Canada.

Notwithstanding the foregoing, Potloc shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Montréal court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Montréal court.

Potloc reserves the right, without any limitation whatsoever, to: (i) investigate any suspected breaches of the Services 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 Services; (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.

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 Services, superseding any prior agreements between you and Potloc. In the event you are a Client Representative, you shall also be governed by a Terms of Service signed between Potloc and the Client you represent. 

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 acknowledge and agree that if you are a Quebec resident: (a) you were first presented the French version of the TOU; (b) after being presented the French version of the TOU you have voluntarily chosen to be bound by the English version of the TOU; and (c) in those circumstances, Potloc also agrees to be bound by the English version of the TOU. If you are not in Quebec, you agree to be bound by the English version of the TOU. Les parties reconnaissent et conviennent que si vous résidez au Québec : (a) la version française des Conditions d'utilisation vous a d'abord été présentée ; (b) après avoir reçu la version française des Conditions d'utilisation, vous avez volontairement choisi d'être lié par la version anglaise des Conditions d'utilisation ; et (c) dans ces circonstances, Potloc accepte également d'être liée par la version anglaise des Conditions d'utilisation. Si vous n'êtes pas au Québec, vous acceptez d'être lié par la version anglaise des Conditions d'utilisation.