uknowa

User Agreement

ACCEPTANCE OF USER AGREEMENT

By clicking to accept or agree with this Agreement, You agree that you have read and understand this user agreement ( the "User Agreement" ) together with the Privacy Policy and the Terms of Service and other documents regulating the use of the Site and, accordingly, you agree to abide by them, as well as any future modifications that may be made to them. This User Agreement represents an agreement between you and uknowa.com.

If you do not agree to be bound by this User Agreement, you should not use this Site. If you consider any future amendments made to this User Agreement to be unacceptable, please do not continue to use the Site.

1. BACKGROUND

1.1 Spirit and aim of uknowa Group Inc. ("uknowa.com") is to help individuals and businesses to find local service providers.

1.2 Marketplace. uknowa.com has developed an innovative web platform that connects individuals and businesses to facilitate engagement of service providers who may meet Your requirements (the "Marketplace").

1.3 Participation. You are a user and a participant in the Marketplace ("You"). You can use and participate in the Marketplace by: (i) providing, for payment or free of charge, a skill, service or item (the "Service") (the "Provider"); and/or (ii) requesting fulfillment of a Service from Providers in exchange for payment (the "Payment") (the "Customer"). You can participate in the Marketplace as a Provider, as a Customer, or as both a Provider and a Customer.

1.4 Feedback. From time to time, You may choose to ask, make or provide questions, suggestions, ideas, comments, recommendations, feedback, request or other information relating to the Site (the "Feedback") to uknowa.com. By providing any Feedback to uknowa.com, You: (i) agree that the Feedback is not confidential; and (ii) assign all right, title and interest in and to the Feedback to uknowa.com, including any developments based on the Feedback or intellectual property rights therein. uknowa.com shall be entitled to the unrestricted use and dissemination of any Feedback for any purpose without any acknowledgement of or compensation to you.

2. SERVICES AND EXPECTATIONS

2.1 uknowa.com Services. Subject to the terms and conditions of the Agreement, uknowa.com will: (i) provide a list of Providers from which You can request a Service be completed for Payment, which list may be revised by uknowa.com from time to time; (ii) facilitate connections between Customers and Providers through the Marketplace; and (iii) maintain and provide access to the Marketplace (the "uknowa.com Services").

2.2 Exclusions. Exclusions. uknowa.com does not: (i) provide any Services to Providers or Customers; (ii) make any warranties, representations, endorsements or guarantees for the fitness for purpose or suitability for any requirement, quality or safety of any Providers, Customers or Services offered on the Marketplace; (iii) make any warranties, representations, endorsements, recommendations, support or verifications of the good standing of any Providers listed on the Marketplace; (iv) act as a contractor between Provider and Customer; or (v) issue a tax receipt for Services or Payments.

2.3 Expectations of You. Subject to the terms and conditions of the Agreement, whether You are a Customer or a Provider, You: (i) acknowledge and agree that uknowa.com and the Marketplace are dependent on their reputation for excellence; (ii) will conduct any actions that are associated with or related to uknowa.com in accordance with the spirit and aim of uknowa.com; (iii) will not conduct any activities that may cause harm to the reputation for excellence of uknowa.com and the Marketplace; (iv) will not conduct any illegal or unethical activities in relation to uknowa.com or the Marketplace; and (v) will not use uknowa.com or the Marketplace for any illegal or unethical purpose.

2.4 Expectations of Provider. Subject to the terms and conditions of the Agreement, if You are a Provider, in addition to Section 2.3. above, You will: (i) deliver the Service to the best of Your ability and in a timely fashion; (ii) indicate to Customer the safety and quality of the Service that You are providing; (iii) be jointly responsible with Customer for ensuring the safety and quality of the Service that You provide to Customer; (iv) jointly with Customer agree upon the amount of the Payment to be associated with the Service; and (v) prior to providing the Service to Customer, submit to uknowa.com the Administrative Fee.

2.5 Expectations of Customer. Subject to the terms and conditions of the Agreement, if You are a Customer, in addition to Section 2.3 above, You will: (i) treat Provider and the Service provided by Provider with respect; (ii) do your own review and due diligence about the Provider you select and the quality of the Service provided by Provider; (iii) acknowledge and understand the safety and quality of the Service provided by Provider; (iv) be jointly responsible with Provider for ensuring the safety and quality of the Service that You receive from Provider; (v) jointly with Provider agree upon the amount of the Payment to be associated with the Service; and (vi) allow Providers and other users with access to the Marketplace to view any posting on the Marketplace made by You, including but not limited to information that may be considered Confidential Information, such as Your postal code.

3. ADMINISTRATIVE FEE

3.1 Administrative Fee. Provider will pay uknowa.com an administrative fee in the amount of 5% of the Payment associated with the Service to be provided by Provider to Customer (“Administrative Fee”). The Administrative Fee is used to support uknowa.com’s operations.

3.2 Withdrawal. A request for the withdrawal of the Administrative Fee must be made by Provider within 14 days after the agreement of the Amount of Payment associated with the Service as jointly agreed upon with Customer, provided such withdrawal is conducted in accordance with the Payment Withdrawal Process described in our Refund Policy. Administrative Fees cannot be withdrawn and are non-refundable once this 14-day period has passed.

4. MARKETPLACE

4.1 Expectations of the Marketplace. By completing the registration form for the Marketplace and participating and using the Marketplace, You:

(i) represent that You are 19 years of age or older;

(ii) are providing true, accurate, current and complete information about Yourself as prompted by the registration form for the Marketplace and will maintain and promptly update such information to keep it true, accurate, current and complete;

(iii) are solely responsible for Your interactions with other users of the Marketplace and You will treat other participants of the Marketplace in a respectful and courteous manner;

(iv) acknowledge and agree that: (a) any information or communication posted by You on the Marketplace are public and not private communications, and You have the consent of the individual to whom the information or communication pertains or from whom the information or communication originates, including but not limited to customer testimonials. uknowa.com is not undertaking any obligation or liability relating to any information or communications provided by You or other users of the Marketplace; (b) uknowa.com reserves the right to monitor and remove, without notice, all communications and information provided by You on the Marketplace, including, but not limited to, chat and message board communications, (c) uknowa.com has no obligation to delete information or communications on the Marketplace that You may find objectionable or offensive; (d) uknowa.com is not responsible for the availability of links to resources not forming part of the site, including but not limited to third party websites, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such resources. You further acknowledge and agree that uknowa.com will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such resource.

(v) will use the Marketplace only for lawful purposes, and without limiting the generality of the foregoing sentence, You shall not use the Marketplace for the purpose of transmitting, storing or otherwise dealing with material: (a) in a manner that violates any applicable law, rule, statute or regulation; (b) in a manner that infringes the intellectual property rights of others; (c) in a manner that violates or infringes any privacy, publicity or other personal rights of others; (d) in a manner that is obscene, threatening, abusive or otherwise antisocial; or (e) which contains a virus, worm, or other harmful component;

(vi) may not send unsolicited e-mail, chat or other similar messages, such as bulk commercial advertising or informational announcements ("Spam") in a manner that could be reasonably expected to adversely impact the Marketplace, including but are not limited to, using an e-mail account to send Spam, using another Provider to send spam, or promoting a site hosted on or connected to the Marketplace in order to: (a) send e-mail messages which are intended to harass or annoy others, (b) continue to send e-mail messages to a recipient that has indicated that he or she does not wish to receive them, (c) send messages with forged, altered or removed header information, (d) send malicious e-mail, or (e) send or receive e-mail messages in a manner that violates the use policies of any other Internet service provider;

(vii) will adhere to the Terms of Service and uknowa.com may, in its sole discretion, terminate this Agreement if you fail to adhere to the Terms of Service.

4.2 Passwords. You will receive a password upon completing the Marketplace registration process. You are responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur under Your password or username. You agree to immediately notify uknowa.com of any unauthorized use of Your password or account or any other breach of security. You agree to immediately cease use of Your password upon termination of the Agreement.

5. TERM AND TERMINATION

5.1 Term. The Agreement will commence once You have clicked to accept or agree to this Agreement and will continue unless terminated by You or uknowa.com in accordance with sections 4.1(vii), 5.2 and 5.3 and/or 5.4 below (the "Term").

5.2 Right of Termination. Either party may terminate the Agreement at any time by giving notice of termination to the other party.

5.3 Termination for Bankruptcy or Material Default. Either party may terminate the Agreement immediately by giving notice to the other party, if the other party: (i) ceases to carry on business in the normal course, makes a general assignment for the benefit of creditors, or becomes subject to any proceeding for liquidation, insolvency or the appointment of a receiver that is not dismissed within 30 days; or (ii) is in material default of any provision of the Agreement that is not cured or addressed to the satisfaction of the non-defaulting party (acting reasonably) within 20 days following written notice of the default from the non-defaulting party.

5.4 Termination for Failure to Submit Administration Fee. uknowa.com may terminate the Agreement and Provider’s account immediately by giving notice to Provider, if Provider fails to submit the Administrative Fee to uknowa.com prior to providing the Service to Customer.

5.5 Survival. Those sections which by their nature should survive the termination or expiration of the Agreement will survive termination or expiration, including sections 4.2, 5, 6, 7, 8, 9, 10 and 11.

6. CONFIDENTIAL INFORMATION

6.1 Confidential Information. Confidential information includes any and all information and materials, that: (i) are designated in writing, as confidential at the time of disclosure; (ii) if disclosed orally or visually, are designated (in the same manner) as confidential at the time of disclosure; (iii) any personal information which is required to be protected pursuant to the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, as amended from time to time, or any other applicable laws and regulations pertaining to the protection of personal information ("Personal Information"); or (iv) a reasonable person, having regard to the circumstances, would regard as confidential (the "Confidential Information"). Personal Information is a subcategory of Confidential information.

6.2 Exceptions. A party’s Confidential Information does not include information which: (i) is placed in the public domain by that party; (ii) at the time when it is disclosed or access is granted to the other party, is known to the other party free of any restrictions; (iii) is independently developed by the other party through individuals who have not had either direct or indirect access to the disclosing party’s Confidential Information; or (iv) is disclosed without any restrictions to the other party by a third party who has a right to make such disclosure to any Person.

6.3 Operation of Law. A party will not be liable for the disclosure of the other party’s Confidential Information, if the disclosure is required by any law which is applicable in the Province of Ontario, provided that the party, to the extent permitted by such law, notifies the other party as soon as it becomes aware that any such requirement has been or may be imposed.

6.4 Keep Confidential. Each party will: (i) use the other party’s Confidential Information only in accordance with the Agreement and only for the purpose of fulfilling its obligations and exercising its rights under the Agreement; (ii) at a minimum, use a reasonable degree of care to protect the other party’s Confidential Information; and (iii) disclose the other party’s Confidential Information only to its Representatives who have a need to know for purposes described in (i) above and are obligated to keep the Confidential Information of third parties confidential at least to the same extent as set forth in the Agreement.

6.5 Personal Information. In addition to the obligations of each party with respect to Confidential Information, each party will comply with all applicable obligations under the Personal Information Protection and Electronic Documents Act, S.C. 20000, c. 5, as amended from time to time, or any other applicable laws and regulations pertaining to the protection of personal information.

6.6 Relief. Each party acknowledges that the Confidential Information of the other party is of value to the other party or to its suppliers and that any unauthorized copying, use, disclosure, access or disposition of that Confidential Information will cause irreparable injury to the other party. Consequently, each party agrees that in addition to any other remedies that the other party may have with respect to any unauthorized use or disclosure of its Confidential Information, the other party will be entitled to seek injunctive and other equitable relief, as a matter of right.

7. MARKETPLACE MATERIALS

7.1 Ownership. As between uknowa.com and You, all works and other materials resulting from the uknowa.com Services will remain sole and exclusive property of uknowa.com.

7.2 Materials Uploaded by You to the Marketplace. By submitting any text, image or photograph to the Marketplace, You grant to uknowa.com a perpetual, royalty-free, worldwide license to use any text, image or photo provided by You (in whole or in part and in any format), as contemplated herein and expressly waive all rights of publicity, privacy and moral rights, if any, therein and irrevocably waive any right that You may have to inspect or approve of, or receive any compensation in respect of the uses of same, for any and all purposes contemplated in this Agreement.

8. WARRANTIES

8.1 uknowa.com Services. uknowa.com represents and warrants to and covenants with You that the uknowa.com Services will be performed in a professional manner.

8.2 Disclaimer. WITH THE EXCEPTION OF ANY EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE AGREEMENT, UKNOWA.COM EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS WITH RESPECT TO THE SERVICES, PAYMENTS, CUSTOMERS, PROVIDERS, ADMINISTRATIVE FEES, UKNOWA.COM SERVICES, THE MARKETPLACE OR OTHERWISE ARISING FROM OR RELATING TO THE AGREEMENT WHETHER EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

9. INDEMNITY

9.1 Indemnity. You agree to defend, indemnify and to save harmless uknowa.com and its affiliates and their respective directors, officers, employees, subcontractors and agents in respect of any claim, suit, proceeding, demand, action or loss that results from any breach of the terms of this Agreement, or acts or omissions in connection with this Agreement, of You or Your affiliates or Your/their respective directors, officers, employees, subcontractors or agents.

10. LIMITATION OF LIABILITY

10.1 Indirect Damages. NEITHER PARTY (INCLUDING ITS REPRESENTATIVES) WILL BE LIABLE TO THE OTHER IN ANY WAY WHATSOEVER, FOR LOST PROFITS OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THIS LIMITATION WILL APPLY WHETHER OR NOT THE DAMAGES ARE FORESEEABLE OR THE DEFAULTING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Direct Damages. YOU (INCLUDING YOUR REPRESENTATIVES) WILL BE LIABLE TO UKNOWA.COM FOR ANY CLAIM, ACTION OR DEMAND ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY OBLIGATIONS UNDER THE AGREEMENT ("CLAIM"), INCLUDING, WITHOUT LIMITATION, SUCH DIRECT DAMAGES AS ARE INCURRED BY THE CLAIMING PARTY. UKNOWA.COM (INCLUDING ITS REPRESENTATIVES) WILL NOT BE LIABLE TO YOU IN ANY WAY WHATSOEVER FOR ANY CLAIM.

10.3 Limit. NOTWITHSTANDING SECTIONS 10.1 and 10.2 ABOVE, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF UKNOWA.COM (INCLUDING ITS REPRESENTATIVES) TO YOU (INCLUDING ITS REPRESENTATIVES), FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, EXCEED AN AMOUNT EQUAL TO $100.00.

10.4 THE LIMITATIONS OF LIABILITY SET OUT IN SECTIONS 10.1, 10.2 AND 10.3 DO NOT APPLY TO: (i) ANY CLAIM FOR ANY PAYMENTS DUE AND OWING BY YOU TO UKNOWA.COM FOR UKNOWA.COM SERVICES PROVIDED BY UKNOWA.COM IN COMPLIANCE WITH THIS AGREEMENT; (ii) ANY CLAIM ARISING FROM FRAUD OR WILFUL MISCONDUCT; OR (iii) ANY CLAIM FOR WHICH A PARTY IS REQUIRED TO PROVIDE AN INDEMNITY PURSUANT TO SECTION 9.

10.5 Application. THE FOREGOING PROVISIONS SET OUT IN THIS SECTION 10 WILL APPLY REGARDLESS OF THE FORM OR CAUSE OF ACTION.

11. GENERAL

11.1 Notices. Any notice given pursuant to the Agreement will be by electronic email to: (i) You, at the email address provided by You when You complete the Marketplace registration process; and (ii) uknowa.com, at: [email protected] Either party may designate a different email address by notice to the other party given in accordance with this section.

11.2 Entire Agreement. The Agreement constitutes the complete and exclusive agreement between the parties with respect to its subject matter, and supersedes and replaces any and all prior or contemporaneous negotiations, understandings and agreements, written and oral, regarding its subject matter. The Agreement may be changed by uknowa.com from time to time.

11.3 Waiver. No term of the Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of the Agreement may be waived except in a writing signed by the party waiving enforcement.

11.4 Assignment. You may not assign Your rights or delegate Your duties under the Agreement, either in whole or in part, without the prior written consent of uknowa.com. Subject to that restriction, the Agreement will be binding on, will inure to the benefit of, and will be enforceable against the parties and their respective successors and assigns.

11.5 Governing Law. The Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties agree to attorn to the jurisdiction of the courts of the Province of Ontario for the conduct of any legal proceedings under, or related to, the Agreement.

11.6 Disputes. In the event of a dispute, the party who wishes to raise the dispute will give written notice of the dispute to the other party. The dispute will be deemed to have arisen on the day that notice is received by the other party. Within 5 Business Days of the dispute arising, an executive from each party will meet and attempt to resolve the dispute. If the executives fail to resolve the dispute within 10 Business Days of that meeting, then the dispute shall be submitted, at the option of either party, to binding arbitration in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, Chapter 17 (Ontario), as amended from time to time. The arbitration will: (i) be before a single arbitrator appointed in accordance with the Arbitration Act unless otherwise agreed in writing by uknowa.com and You; (ii) take place in Toronto, Ontario at a time, date and place specified by the arbitrator unless otherwise agreed in writing by uknowa.com and You; (iii) be final and binding and may be enforced in the same manner as a judgment or order to the same effect, and no appeal shall lie therefrom except on questions of law or the jurisdiction of the arbitration; and (iv) be governed in its procedure and substance by the laws of the Province of Ontario.

11.7 Interpretation. The headings used in the Agreement are for convenience of reference only. No provision of the Agreement will be interpreted against any party merely because that party or its legal representative drafted the provision. All remedies are cumulative. Throughout the Agreement, the term "including" or the phrases "e.g.," or "for example" have been used to mean "including, without limitation".

11.8 Relationship. The Agreement will not establish any relationship of contractor, partnership, joint venture, employment, franchise or agency between the parties. Neither party will have the power to bind the other without the other party’s prior written consent.

11.9 Force Majeure. Except as expressly provided otherwise in the Agreement, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control that could not have been avoided by the exercise of reasonable foresight provided that the party affected by such failure or delay gives the other party prompt written notice of the cause, and uses reasonable commercial efforts to correct such failure or delay within a reasonable period of time (not to exceed 30 days).