Last updated: March 12, 2017
Acceptance of terms
Please read these terms and conditions (this "Agreement" or these "Terms") carefully. By clicking "accepted and agreed to", User agrees to be bound by the terms of this Agreement. This Agreement is effective when User clicks "Accepted and Agreed To" (the "Effective Date").
Account & eligibility
Certain of the Services require that you sign up for an account. By using the Services, you represent and warrant that (a) all information you submit to PairUp is truthful and accurate; (b) you will maintain the accuracy of all such information; (c) you will uphold and respect these Terms at all times; (d) you are 18 years of age or older; (e) your use of the Services does not violate any applicable law or regulation; (f) you will safeguard your account information and will supervise and be completely responsible for any use of your Account by you and anyone other than you. Your account may be deleted without warning if we believe that you are under 18 years of age, or for violation of these Terms.
This Agreement will remain in full force and effect while you use the Services and/or have a PairUp account (the "Term"). You may terminate your account at any time, for any reason, by following the instructions in "Settings" in the Service. PairUp may terminate or suspend your account at any time without notice if PairUp believes that you have breached this Agreement in its sole discretion. After your account is terminated, this Agreement will terminate, except for the provisions of the sections labelled "Payment & Fees", "Intellectual Property", "No Liability", "No Warranty", "Indemnity", "No Waiver", "Severability, Force Majeure, Entire Agreement & Headings", "Representations and Warranties", and "Governing Law".
User agrees to pay to PairUp any fees for each Service that User purchases, uses, or subscribes to in accordance with the pricing and payment terms presented by PairUp for such Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except when required by law.
You may cancel your account at any time by selecting the option through your account mangagement page. After cancelling your account, this Agreement will terminate, except for your obligations towards PairUp under this Agreement or any other agreement entered into between you and PairUp, and the provisions of the sections labelled "Payment & Fees", "Intellectual Property", "No Liability", "No Warranty", "Indemnity", "No Waiver", "Severability, Force Majeure, Entire Agreement & Headings", "Representations and Warranties", and "Governing Law".
During the Term, PairUp grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services on the terms set forth in this Agreement. User agrees that all rights, title and interest in and to all the intellectual property rights in the Services, and all modifications, extensions, scripts and other derivative works of the Services provided or developed by PairUp are owned exclusively by PairUp or its licensors. All rights not granted to User in this Agreement are reserved by PairUp.
User shall not (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of or used by the Services, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Services; (iii) engage in any conduct that disrupts or impedes a third party's use and enjoyment of the Services; (iv) remove any product identification, copyright or other notices from the Services; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Services in whole or in part, to any third party; (vi) use the Services for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Services to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Services; (viii) use the output or other information generated by the Services for any purpose other than as contemplated by this Agreement; (ix) use the Services for any use other than User's internal business use; (x) use unauthorized modified versions of the Services, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; or (xi) use the Services in any way that is contrary to applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, electronic communications and anti-spam legislation. PairUp retains all title to, and, except as expressly licensed herein, all rights to the Services, all copies, derivatives and improvements thereof and all related documentation and materials.
The Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Services are copyrighted as a collective work under copyright laws. PairUp owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of PairUp and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.
The Services may allow you to submit, post, display or upload content including but not limited to text, files, photos and other materials (together the "Content"). You retain ownership of your Content, but by uploading or entering it onto any software, program or platform provided as part of the Services, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Services and associated support; and (ii) analyzing and improving the operation of the Services. We reserve the right to remove Content on any software, program or platform provided as part of the Services that PairUp, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
PairUp and User shall each retain in confidence all information received from the other party pursuant to or in connection with this Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential ("Confidential Information"), and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under the terms and during the term of this Agreement. PairUp may collect some Confidential Information from User which includes, without limitation, their name, phone number, email address, postal address, profile picture and payment information. Either party may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of that party's business. The restrictions set forth above will not apply to (i) information previously known to the receiving party without reference to the disclosing party's Confidential Information, (ii) information which is or becomes publicly known through no wrongful act of the receiving party, (iii) information that is independently developed by either of the parties, or (iv) information required to be disclosed pursuant to applicable law.
Termination & suspension
In the event of breach of this Agreement by User, PairUp may terminate this Agreement by giving User written notice specifying the nature of the breach in reasonable detail and PairUp's intention to terminate (a "Termination Notice"). If the breach has not been cured within the period ending thirty (30) days following delivery of the Termination Notice, then this Agreement shall automatically terminate. If User is in breach of any of the provisions of this Agreement under the sections labelled "Licence", "Payment & Fees", or "Confidential Information", then PairUp may immediately suspend or terminate User's use of the Services. Any such suspension shall not relieve User of any of its obligations under this Agreement or entitle User to any refund of payments previously made.
PairUp may also suspend User's access to the Services immediately without notice if PairUp, in its sole discretion, believes: (1) such suspension is required by law; or (2) there is a security or privacy risk to User. Any suspension of User's access to the Services will not limit or waive PairUp's rights to terminate this Agreement or User's access to the Services.
Upon termination of this Agreement, User shall discontinue its use of the Services. Notwithstanding the previous sentence, termination of this Agreement by PairUp shall not limit User's obligation to pay all of the applicable fees, nor restrict PairUp from pursuing any other remedies available to it, including injunctive relief.
User agrees that following termination of User's account and/or use of the Services, PairUp may immediately deactivate User's account and delete User data. User further agrees that PairUp shall not be liable to User nor to any third party for any termination of User access to the Services or deletion of User data.
Third party services
PairUp may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, "Third Party Services") for your consideration or use. Such Third Party Services are made available only as a convenience, and purchase, access, or use of any such Third Party Services is solely between you and the applicable third party services provider ("Third Party Provider"). Any use by you of Third Party Services offered through the Services or PairUp's website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. Under no circumstances shall PairUp be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if PairUp has been advised of the possibility of such damages.
PAIRUP WORKS TO KEEP THE SERVICES BUG-FREE AND SAFE BUT THE USER AGREES TO USE THE SERVICES AT USER'S OWN RISK. PAIRUP IS PROVIDING THE SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER PAIRUP, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT SHALL PAIRUP AND/OR ITS RESPECTIVE SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER CIVIL LIABILITY ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY SOFTWARE, PROGRAM OR PLATFORM PROVIDED AS PART OF THE SERVICES EXCEPT IN THE CASE OF INTENTIONAL OR GROSS FAULT.
User agrees to defend, indemnify and hold harmless PairUp, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including without limitation, attorneys' fees (collectively the "Costs"), to the extent that such Costs are attributable to any breach by User, of any representations, warranties, or other obligations set forth in this Agreement or arising out of the use of the Services by User.
These Terms of Service shall be construed in accordance with the laws applicable in the province of Quebec, Canada, without regard to its conflict of laws rules. User hereby agrees, for any dispute or controversy arising under or in connection with this Agreement or resulting from the Services or Corporation's website shall be settled exclusively by arbitration in Montreal (Canada), in accordance with the Code of civil procedure of the province of Quebec (CQLR c C-25.01).
Severability, force majeure, entire agreement and headings
If one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected. Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. The headings in this Agreement have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof.
Representations and warranties
User represents and warrants that currently and throughout the Term (i) it is fully authorized to enter into this Agreement and that User is fully authorized to use the Services; and (ii) User is and will remain in compliance with all applicable laws and regulations with respect to its activities related to this Agreement, including but not limited to privacy laws. User agrees to comply with all of PairUp's policies and all laws, rules and regulations relating to the use of the Services. Any violation of this section may result in loss of features, up to and including termination of User's account. User will indemnify PairUp for any costs, fines or damages incurred by PairUp due to User's failure to comply with this section.
The parties hereto have expressly required that this Agreement be drafted in English. Les parties aux présentes ont expressément exigé que la présente entente soit rédigée en anglais.