Effective Date: December 1, 2014
Please note that before signing up for our Services, you will be asked to formally agree that you have read and accepted these Terms. If you do not accept these Terms, you will not be able to use the Services that we make available. You should also print a copy of these Terms or save them to your computer/mobile device for future reference.
- Application of these Terms
These Terms apply to users of the Services who want to use the Services at no cost to schedule bookings and appointments and otherwise use the Services made available by us. These Terms also apply to paid users, including retail establishments, companies, service providers and businesses (collectively, “Paid Users”) that obtain accounts to help them better operate their businesses, including making available information about their service offerings, hours of operation, scheduling bookings and appointments and otherwise using the Services made available by us.
- Your Content & Your Permissions
When you use our Services, you provide us with content. If you are an unpaid user, this content may include your name, email address, phone number, instructions about your bookings/appointments, photos, ratings of other users, etc. Paid Users may post their physical addresses, phone numbers, description of service offerings, photos, prices, employee information, responses to user comments, etc. We call data that you upload to our Services “Content” and your Content is yours.
We need your permission to do things like hosting your Content, backing it up, using it to provide you with appointment, booking, scheduling, place orders and other services and sharing it in order to fulfil your requests. Our Services also provide you with features like photo thumbnails, document previews, email organization, easy sorting, editing, sharing and searching. These and other features may require our systems to access, store and scan your Content. We may also use your Content to analyze patterns, identify trends and improve our Services. You give us permission to do those things, and this permission extends to trusted third parties we work with.
- Sharing Your Content
Our Services let you share your Content with others, so please think carefully about what you share.
- Your Responsibilities
You’re responsible for your conduct, your Content and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others’ intellectual property rights, including at law and through national and international treaties. Please don’t copy, upload, download or share Content unless you have the right to do so. You represent and warrant that by posting or providing Content to us, you have all rights in such Content and your provision of such Content to us and our proposed use in connection with the Services will not violate any laws.
We may review your conduct and Content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We aren’t responsible for the Content people post and share via the Services.
We may at times require that you register and/or set up an account to use certain portions of the Services and you may be provided, or be required to choose, a password, user ID, and/or other registration information, including, but not limited to, personal information (collectively, “Registration Information”). Please make sure that all Registration Information provided by you is accurate and up-to-date at all times. If any of your Registration Information changes, please update it by contacting us. If we believe that the Registration Information you provide is not correct, current, or complete, we may refuse you access to the Services, and terminate or suspend your access at any time. We have no obligation to verify the accuracy, currency, completeness or usefulness of any Registration Information that you have provided to us.
Please safeguard your password to the Services and keep it secure and confidential. Make sure that others don’t have access to it, and keep your account information current. Tell us immediately if you have inadvertently disclosed it or believe that someone has stolen it or otherwise used it without your permission.
You also agree not to access all or any part of the Services in order to build a product or service which competes with the Services and except with our permission, you will not additionally license, sell, rent, lease, transfer, assign, or otherwise commercially exploit, or otherwise make the Services available to any third party.
Finally, our Services are not intended for and may not be used by people under the age of 13. By using our Services, you are representing to us that you’re over the age of 13.
- Additional Terms for Paid Users
Paid Users that access the Services (including Paid User using Services under a free trial or other free offering) will be subject to the following additional terms:
Paid Users, and users of a Paid User’s account, including Paid User’s employees and contractors (collectively, “End Users“) may access and use the Services in accordance with these Terms.
Any Paid User is responsible for use of the Services by its End Users. End Users must use the Services in compliance with the Acceptable Use Policy. Paid User will obtain from End Users any consents necessary to allow Administrators (as defined below) to engage in the activities described in these Terms and to allow Velloe to provide the Services. End Users will comply with laws and regulations applicable to Paid User’s use of the Services.
Paid User may specify certain End Users as “Administrators” of the Services. Administrators may have the ability to access, disclose, restrict or remove Content in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts. Paid User is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators’ use of the Services complies with these Terms.
Paid User will prevent unauthorized use of the Services by its End Users and will promptly terminate any unauthorized use of or access to the Services. Paid User will promptly notify Velloe of any unauthorized use of or access to the Services by End Users.
Some of our Services allow you to download client software (“Software“) which may update automatically. So long as you comply with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to use the Software, solely to access and use the Services solely for normal business or personal purposes. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to copy, modify, duplicate, create derivative works from, frame, mirror, reverse engineer, disassemble, or decompile the Software or Services, attempt to do so, or assist anyone in doing so. You also agree not to access all or any part of the Software or Services in order to build a product or service which competes with the Services.
- Service Content
The Services are protected by copyright, trademark, and other Canadian, United States, South African and other laws.
Our Services contain text, graphics, photos, software, logos, brand features, icons and other materials (“Velloe Content”) made available by Velloe that is owned by us. Our Services may also contain third party text, graphics, photos, software, logos, icons and other materials (“Third Party Content”) that is owned or provided by persons other than us (“Third Party Providers”)(the “Velloe Content” and the “Third Party Content” is collectively, “Service Content”). We don’t make any representations or warranties regarding such Service Content.
You understand that you have no proprietary rights in the Service Content and that the Third Party Providers retain all proprietary rights, title or interest, including copyright, in their Third Party Content.
You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Service Content, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without our prior permission or the permission of Third Party Providers. You may download Service Content and may use the Platform for your personal use only, provided you keep intact all copyright and other proprietary notices.
We welcome your feedback, comments and suggestions regarding the Services (“Submissions”).
Please note that by sending us Submissions, you are giving us a royalty-free, perpetual, irrevocable, worldwide, non- exclusive right and license to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, copy, bundle, market, adapt, transmit, arrange, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person, display or otherwise use any Submission and to incorporate any Submission in other works in any form, media, or technology now known or later developed, including for advertising and promotion purposes, for any purpose, whatsoever, without any duty to account to you. You also irrevocably waive all of your moral rights as author in respect of such Submission. Velloe will not treat any Submission as confidential, and may use any Submission in our business without incurring any liability for royalties or any other consideration of any kind.
(a) Billing. While you can use certain of our Services for free, we definitely recommend that you increase the number and kinds of Services and add paid features to your account (turning your account into a “Paid Account“). We will require valid, up-to-date and complete payment details from you in order to do so and once you provide that to us we’ll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation.
(b) Fees. Paid Users will pay, and authorizes Velloe to charge using Paid User’s selected payment method, for all applicable fees. Fees are non-refundable except as required by law. Paid User is responsible for providing complete and accurate billing and contact information to Velloe. Velloe may suspend or terminate the Services if fees are past due.
(c) No Refunds. You may cancel your Paid Account at any time but you won’t be issued a refund.
(d) Downgrades. Your Paid Account will remain in effect until it’s cancelled or terminated under these Terms. If you don’t pay for your Paid Account on time, we reserve the right to suspend it, reduce access to certain features or information or terminate your access.
(e) Changes. We may change the fees in effect but will give you at least thirty (30) days’ advance notice of these changes via a message to the email address associated with your account prior to the next change.
(f) Auto Renewals and Trials. If Paid User’s Paid Account is set to auto renewal or is in a trial period, Velloe may automatically charge Paid User at the end of the trial period or for the renewal, unless Paid User notifies Velloe that Paid User wants to cancel prior to such occurrences.
(g) Taxes. You are responsible for all taxes, as applicable. Velloe will charge tax when required to do so. If you are required by law to withhold any taxes, you must provide Velloe with an official tax receipt or other appropriate documentation.
You’re free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice if, for example, you’re not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services. Except for Paid Accounts, we reserve the right to terminate and delete your account if you haven’t accessed our Services for six (6) consecutive months. We’ll of course provide you with notice via the email address associated with your account before we do so.
(a) Of End User Accounts by Velloe. If an End User (i) violates this Agreement or (ii) uses the Services in a manner that Velloe reasonably believes will cause it liability or violates any applicable law, then Velloe may request that Paid User suspend or terminate the applicable End User account. If Paid User fails to promptly suspend or terminate the End User account, then Velloe may do so.
(b) Security Emergencies. If there is a Security Emergency, then Velloe may automatically suspend use of the Services. Velloe will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third-party access to the Services.
- Effects of Termination.
If your rights are terminated by Velloe under any circumstances: (i) your right to use the Services (including any Software) will immediately cease (except as set forth in this section); (ii) Velloe may provide you with access to your account at then-current fees so that you may export your Content; and (iii) after a commercially reasonable period of time, Velloe shall delete any Content relating to your account.
The following sections will survive expiration or termination of these Terms: 1, 2, 6 – 10, 13, 15 – 25.
- Use of Third Party Providers’ sites and services
Our Services may enable you or assist you to access content of, correspond with, and purchase products and services from, Third Party Providers via third-party websites/mobile sites or other means and you do so solely at your own risk. We make no representation, warranty or commitment and have no liability or obligation whatsoever in relation to the content or your use of, or correspondence with, any such Third Party Provider website/mobile site or otherwise, or for any transactions completed, and any contract entered into by you with any such Third Party Provider.
- Ratings, Comments and Reviews
(a) The Services may contain discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews of retail stores and services or other content, messages, materials or other items on the Platform (“User Areas“). If we provide such User Areas, you are solely responsible for your use of such User Areas and use them at your own risk. By using any User Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Platform any of the following:
(i) Any message, data, information, text, music, sound, photos, graphics, code or any other material (“User Generated Content“) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
(ii) User Generated Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, state, national or international law;
(iii) User Generated Content that may infringe any patent, trade-mark, trade secret, copyright or other intellectual or proprietary right of any party;
(iv) User Generated Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Velloe;
(v) Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations;
(vi) Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, social insurance numbers/social security numbers and credit card numbers;
(vii) Viruses, malware, corrupted data or other harmful, disruptive or destructive files;
(viii) User Generated Content that is unrelated to the topic of the User Areas(s) in which such User Generated Content is posted; or
(ix) User Generated Content or links to content that, in the sole judgment of Velloe, (a) violates the previous subsections herein, (b) is objectionable, (c) which restricts or inhibits any other person from using or enjoying the User Areas or the Platform, or (d) which may expose Velloe or its affiliates or its users to any harm or liability of any type.
(b) Velloe takes no responsibility and assumes no liability for any User Generated Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Velloe liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Velloe is not liable for any statements, representations or User Generated Content provided by its users in any public forum, personal home page or other User Area. Although Velloe has no obligation to screen, edit or monitor any of the User Generated Content posted to or distributed through any User Area, Velloe reserves the right, and has absolute discretion, to remove, screen or edit without notice any User Generated Content posted or stored on the Platform at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Generated Content you post or store on the Platform at your sole cost and expense.
(c) If it is determined that you retain moral rights (including rights of attribution or integrity) in the User Generated Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the User Generated Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the User Generated Content by Velloe or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the User Generated Content; and (d) you forever release Velloe, and its licensees, successors and assigns, from any claims that you could otherwise assert against Velloe by virtue of any such moral rights.
(d) Any use of the User Areas or other portions of the Platform in violation of the foregoing violates these Platform Terms and may result in, among other things, termination or suspension of your rights to use the User Areas and/or the Platform.
- Additional Terms for Mobile Users
The following additional terms and conditions apply with respect to any App that Velloe provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):
(a) You acknowledge that these terms are between you and Velloe only, and not with Apple, Inc. (“Apple“).
(b) Your use of Velloe’ iOS App must comply with Apple’s then-current App Store Terms of Service.
(c) Velloe, and not Apple, is solely responsible for our iOS App and the Services and content available thereon.
(d) Velloe hereby grants to you a non-transferable license to use the iOS App on any iPhone, iPad or iPod Touch that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
(e) You acknowledge that Apple has no obligation to provide maintenance and support services whatsoever with respect to our iOS App.
(f) To the maximum extent permitted by applicable law, Apple will have no warranty obligations, whether express or implied by law whatsoever with respect to our iOS App. To the extent not effectively disclaimed, any warranties remain with Velloe. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for iOS App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty will be Velloe’s sole responsibility.
(g) You agree that Velloe, and not Apple, is responsible for addressing any claims by you or any third party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these terms and any law applicable to us as provider of the iOS App.
(h) You agree that Velloe, and not Apple, shall be responsible, in the event of any third party claim that the iOS App or your possession and use of our iOS App infringes that third party’s intellectual property rights, and Velloe, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such third party intellectual property infringement claim.
(i) You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
(j) You agree to comply with all applicable third party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
(k) If you have any questions, complaints or claims regarding the iOS App, please contact Velloe at firstname.lastname@example.org.
(l) The parties agree that Apple and Apple’s subsidiaries are third party beneficiaries to these terms as they relate to your license of Velloe’s iOS App. Upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as they relate to your license of the iOS App as a third party beneficiary thereof.
The services, including the service content, user generated content and software, is provided “as is” and “as available” basis without representations, warranties, guarantees or conditions of any kind, either express or implied. velloe expressly disclaims all representations, warranties, guarantees and conditions, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement or those arising out a course of dealing or usage of trade. you are solely responsible for any resulting damage to your computer system or loss of data.
velloe makes no representations, warranties or conditions regarding the completeness, accuracy, availability or appropriateness of the services, software, user generated content or the service content or their usefulness for your purposes. for greater clarity, velloe does not represent or warrant that (i) the services, user generated content, service content or software will be uninterrupted, reliable, accurate, complete, suitable, valid, truthful, error-free or will meet your requirements in any way; (ii) any defects in the services, user generated content, service content or software will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components; (iii) the use of the services, user generated content, service content or software will be timely, secure, or error-free; (iv) the results that may be obtained from your use of the services, user generated content, service content, software through the site will be accurate, beneficial or reliable; or (v) the quality of any services, user generated content, service content or software obtained by you through your use of the site will meet your expectations. the services, user generated content, service content or software may include technical inaccuracies or typographical errors, and we may make changes or improvements at any time.
- Limitation of Liability
In no event shall velloe, its directors, officers, employees, affiliates, third party providers, agents or advisors be liable to you or any other person (including any end user) or entity for any indirect, exemplary, incidental, consequential or punitive damages, including lost profits, loss of income, loss of anticipated sales, loss of opportunities, business interruption, failure to realize unexpected savings, damage to property, claims of third parties, loss of goodwill, use, data or other intangible losses or other economic loss arising from: (i) your use or inability to use the services, user generated content, service content or software; (ii) any third party claims that the use by you of the services, user generated content, service content or the software violates any third party intellectual property right or privacy right; (iii) any failure of performance of the service, user generated content, service content of software, whether related to error, omission, interruption, defect, delay in operation or transmission, computer viruses or line failure; (iv) any damages arising from communications or transactions with other users of services, or (v) any other matters relating to this services, user generated content, service content or software, based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not such velloe had any knowledge, actual or constructive, that you might incur such damages.
velloe expressly disclaims any and all such above representations, warranties and conditions to the fullest extent permissible under applicable law. you understand and agree that velloe’s aggregate liability hereunder for all claims relating to the services, user generated content, service content, software or otherwise under these terms shall be limited to direct damages only and to the lesser of (i) $100 or (ii) the amounts paid by you to velloe during the past six (6) months. Some provinces or states don’t allow the types of limitations in this paragraph, so they may not apply to you. certain jurisdictions do not allow limitations on implied warranties or conditions or the exclusion or limitation of certain damages. if these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.
You will indemnify, defend and hold harmless Velloe, its licensors, Third Party Providers, service providers, employees, contractors, agents, officers, directors, successors and assigns (the “Indemnified Parties”) from and against any claims, losses, judgments, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the Indemnified Parties or arising out of a claim by a third party against any of the Indemnified Parties due to or resulting from (i) your use or misuse of the Services, the Service Content, Software or from Submissions, Content or User Generated Comment that you post to, submit or transmit through the Services; (ii) your violation of these Terms or misuse of the Services; or (iii) any End User’s violation of these Terms or misuse of the Services.
- Resolving Disputes
(a) Let’s Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against Velloe, you agree to try to resolve the dispute informally by contacting email@example.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within fifteen (15) days of submission, you or Velloe may bring a formal proceeding.
(b) We Both Agree To Arbitrate. You and Velloe agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
(c) Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by emailing us at firstname.lastname@example.org indicating your opt-out of this Section of the Terms within thirty (30) days of first accepting these Terms.
(d) Arbitration Procedures. All disputes arising out of or in connection with these Terms, or in respect of any legal relationship associated with or derived from these Terms, shall be finally resolved by arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario and the language of the arbitration shall be English.
(e) Exceptions to Agreement to Arbitrate. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
(f) No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.
(g) Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Velloe agree that consent to non-exclusive jurisdiction of the courts of Ontario, Canada in respect of any disputes arising under these Terms.
- Governing Law
These Terms will be governed by the laws of Ontario and the federal laws of Canada applicable therein, excluding any conflicts of laws principles. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement.
- Entire Agreement
These Terms constitute the entire agreement between you and Velloe with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
- Waiver, Severability & Assignment
Velloe’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Velloe may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.
- Events Outside of Our Control
Velloe has absolutely no liability to you if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Velloe or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that we notify you of such an event and its expected duration.