ELECTRONIC COMMERCE, ONLINE SERVICES, OFFLINE SERVICES AND SUPPORT
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the remaining Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Purposs does not endorse any Service Provider and is not responsible or liable for any content, data, advertising, products, goods or services available from or through any participating Service Providers or Interested Customers. Purposs does not guarantee success or that Service Providers are covered by professional liability or other insurance. Service Providers and Interested Customers are each solely responsible for information and content they provide, as well as compliance with all applicable laws and regulations. Service Providers and Interested Customers participate at their own risk.
PURPOSS DISCLAIMS ALL WARRANTIES OF QUALITY, SAFETY, USABILITY, MERCHANTABILITY OR FITNESS OF PURPOSE FOR ANY PRODUCT OR SERVICE OBTAINED OR REQUESTED USING OUR PLATFORM. THE SERVICE PROVIDER, ALONE, IS RESPONSIBLE FOR HIS/HER CONDUCT ON PURPOSS AND WITH INTERESTED CUSTOMERS; PURPOSS MAKES NO PROMISE AS TO ACCURACY, AVAILABILITY, OR RELIABILITY OF ANY SERVICE PROVIDER OR SERVICE PROVIDER PROFILE. CUSTOMERS SHOULD DO THEIR OWN RESEARCH BEFORE ACCEPTING SERVICE.
For Service Providers
Purposs will not monitor, control, or dictate in any other way how you, as the Service Provider, perform your applicable service. Purposs does not guarantee or promise that your Service Provider profile will appear in search results. Purposs reserves the right to terminate or charge for our marketplace services at any time. Purposs may at any time remove you as a Service Provider from Purposs, if Purposs determines in our sole discretion that your continued presence on this platform would no longer be in the best interests of our customers or Purposs. Nothing herein shall create an employee, agent, or joint venture between Purposs and you as the Service Provider.
It is your sole responsibility to, and you must, ensure that all information, solicitations, advertisements, and other communications made or provided by you through Purposs comply with applicable laws and regulations, including the rules of professional conduct applicable in your jurisdiction. This includes, without limitation, laws and regulations governing the practice of law, the form of communication with clients, and advertising.
You may be granted limited rights to display a "" badge on your own website to promote the discoverability of the Service Provider's products or services through Purposs. Any use of a Purposs-provided badge must comply with all applicable terms and conditions furnished by Purposs and be limited to the promotion of the exact products or services for which you receive the badge.
Purposs reserves all of its intellectual property rights in Purposs, including without limitation the "" badges which are trademarks of Purposs. You may not use any Purposs-provided badges or other trademarks of Purposs for any purpose except for those expressly authorized by Purposs. Permission to use any given badge to a Service Provider does not imply any endorsement or sponsorship by Purposs of the Service Provider's services or products. Purposs also reserves the right to revoke any badge if a Service Provider violates any Terms of Service with Purposs, or is deemed by Purposs as no longer qualified for that designation.
For Interested Customers
The Service Provider, and not Purposs, is solely responsible for his/her interactions on and provision of any services. You agree and acknowledge that Purposs is not responsible for the conduct of the Service Provider including but not limited to Service Provider's availability, request responses, performance of services, completion of services, commitment to initial estimates or quotes, or compliance with applicable professional standards, laws, or regulations. To the extent permitted under law, you waive the right to bring or assert any claim against Purposs relating to any interactions or deals with the Service Provider and you release Purposs from any and all claims or liability related to your interactions or deals with the Service Provider.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Province of [Alberta] without regard to its conflict of laws provisions. [The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.]
Except as otherwise indicated, the Services, and all text, images, marks, logos and other content contained in or communicated using the Services, including, without limitation, the Purposs Inc logo and all designs, text, graphics, pictures, videos, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the "Content") are the property of Purposs Inc or its licensors and are protected by Canadian and international copyright laws. All rights to the Content are expressly reserved. Nothing contained in the Services may be construed as granting, by implication, estoppel or otherwise, any license or right to use any patent, trademark, copyright or other proprietary right of Purposs Inc or any third party without the prior written permission of Purposs Inc or such other party that may own such patent, trademark, copyright or other proprietary right(s).
Purposs Inc, its logo and all other product or service names or slogans displayed on or communicated through the Services are registered and/or common law trademarks of Purposs Inc and/or its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Purposs Inc or the applicable trademark holder. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Purposs Inc and may not be copied, imitated or used, in whole or in part, without the prior written permission of Purposs Inc. All other trademarks, registered trademarks, product names and company names or logos displayed on or communicated through the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Purposs Inc.
Purposs Inc grants you a limited, non-sublicensable license to access and use the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) Unless you own or have the permission of the owner of the content you post, you may only view, and print portions of the Content for your own informational, personal and non-commercial use in accordance with the Terms; (ii) you may not modify or otherwise make derivative uses of the Services or the Content, or any portion thereof; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; (v) you may not use the Services or the Content other than for their intended purpose; and (vi) you may not reproduce, prepare derivative works from, distribute or display the Services or any Content (except for page caching), except as provided herein. Except as expressly permitted above, any use of any portion of the Services or Content without the prior written permission of Purposs Inc is strictly prohibited and will terminate the license granted herein. This license is revocable at any time, and for any reason, or for no reason.
Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. You expressly agree to indemnify Purposs Inc against any liability to any person arising out of your use of Content not in accordance with these Terms our Content or Privacy Policies.
To request permission for uses of Content not included in the foregoing license, you may contact Purposs Inc at firstname.lastname@example.org.
All Sole Proprietors, LLC, LLP, Corporations, Independent Contractors, and SELLERS on the Purposs app agree to file their own government and business taxes. Purposs will collect the necessary PST, GST or VAT for SELLERS at the point of sale. Purposs Inc is not liable or responsible for submitting SELLERS taxes to the government. Service Providers (Sellers), you expressly agree to indemnify Purposs Inc against any liability to government or business taxes arising from your sales on the Purposs app, Purposs marketplace, or other Purposs platforms and properties. Service Providers (Sellers), you are solely responsible (i) for determining what, if any, Taxes apply to your Transactions; and (ii) assessing, collecting, reporting, or remitting Taxes to the appropriate tax authority. Purposs Inc is not obligated to nor will we determine the applicability of any Taxes, or calculate, collect, report, or remit any Taxes to any tax authority arising from any Transaction, but we may withhold any amounts that we deem appropriate to cover such Taxes if we cannot validate any tax-related identification information you provide us. Purposs Inc may send documents to you and tax authorities for Transactions processed using the Purposs app, Purposs marketplace, or other Purposs platforms and properties. Service Providers (Sellers), you agree that we may send you any tax-related information electronically.
The following categories of businesses and business practices are prohibited from using the Purposs Service (“Prohibited Businesses”). Prohibited Business categories may be imposed through Network Rules or the requirements of our Financial Services Providers.
By registering with us, you are confirming that you will not use the Service to accept payments in connection with the following businesses, business activities or business practices.
Investment & credit services
Securities brokers; mortgage consulting or debt reduction services; credit counselling or repair; real estate opportunities; lending instruments
Money and legal services
Money transmitters, check cashing, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use Purposs to hold client funds, collection or settlement amounts, disputed funds, etc.)
Virtual currency or stored value
Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value or credits maintained, accepted and issued by anyone other than the seller
Intellectual property or proprietary rights infringement
Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Purposs intellectual property without express consent from Purposs; use of the Purposs name or logo including use of Purposs trade or service marks inconsistent with the Purposs Marks Usage Agreement, or in a manner that otherwise harms Purposs or the Purposs brand; any action that implies an untrue endorsement by or affiliation with Purposs
Counterfeit or unauthorized goods
Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported
Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance
Regulated products and services
Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis
Adult content and services
Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features
Get rich quick schemes
Investment opportunities or other services that promise high rewards
Mug shot publication or pay-to-remove sites
Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm
Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds
Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
High risk businesses
Bankruptcy lawyers; computer technical support; psychic services; travel reservation services and clubs; airlines; cruises; timeshares; prepaid phone cards, phone services, and cell phones; telemarketing, telecommunications equipment and telephone sales; drop shipping; forwarding brokers; negative response marketing; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
Pyramid schemes, network marketing, and referral marketing programs
Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
Social media activity
Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity
Substances designed to mimic illegal drugs
Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
Video game or virtual world credits
Sale of in-game currency unless the merchant is the operator of the virtual world
Use of Purposs in a manner inconsistent with its intended use or as expressly prohibited in the Terms of Service
Use of Purposs principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; sharing cardholder information with another merchant for payment cross-sell product or service
If you have any questions about supported businesses, don’t hesitate to contact email@example.com
Statement of Work
Service Level Terms
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance.
If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than [one hour], Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Mountain time, with the exclusion of Federal Holidays (“ Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by calling [1.844.726.3228] or any time by emailing [ firstname.lastname@example.org, CC: email@example.com].
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within two (2) business days.