Paddo Terms and Conditions of Services

Last Updated Nov 25, 2023

Paddo & Co. Inc., trading as Paddo (“Paddo” or “we” or “us” or “our”), is the owner and operator of the website www.paddo.ca (the “Website”). These terms of service (the “Terms of Service” or “Terms”), together with our Privacy Policy incorporated by reference, are applicable to all users and visitors of the Website, including individuals, partnerships, corporations, or other legal entities (“You” or “Your” or “user”). They govern Your usage of the Website along with the Services outlined below. Your agreement to comply with these Terms is implied by Your use of this Website. If You disagree with these Terms, please refrain from using the Website, its content, or Services. We may make changes or updates to these Terms periodically without prior notice, and it is Your responsibility to check for any modifications since Your last visit. Your continued use of the Website or the Services after such changes implies acceptance. The date of the last update is provided above. In cases where You access our services through the Website under an enterprise agreement between Paddo & Co. Inc. and another enterprise (such as your employer, university, or equivalent), the terms of that enterprise agreement take precedence in case of any conflict with these terms

SERVICE OVERVIEW

Paddo operates as a platform designed to foster interactions among colleagues, members, and industry professionals, providing services through the Website (the “Service”). The Service enables users to exchange insights and cultivate prospects for future opportunities. Further details about the Service can be found on the Website.

1. Terms of Service
   • Subscription to Services:** Upon payment of the specified fees in the Order, and adherence to the terms outlined in this Agreement, you are granted access to the Services chosen in each Order for the specified Term (as further defined below). While we may modify the Services with prior notice (including via email or a general posting on the Services site), such changes will not substantially diminish your ability to use the Services.
   • Use of the Services:** Throughout the Term, we provide you with a non-exclusive, non-transferable, and non-sublicensable license to (i) access and utilize the Services and allow your authorized users (“Users”) to do the same; and (ii) employ, reproduce, and distribute, solely for internal purposes, any Documentation. “Documentation” encompasses all written materials and published specifications delivered to you. If your Users opt to install our Web/Mobile application, they are granted a non-exclusive, non-transferable license to install and use the application during the Term. This application may include third-party applications licensed under this Agreement or their own terms, with relevant terms accessible through accompanying notices. The use of the Web/Mobile Application is optional and not mandatory for using the Services. Prohibited actions include (i) attempting to decompile, disassemble, or reverse engineer the Services; (ii) removing any displayed product identification, copyright, or other notices; (iii) transferring, leasing, lending, or permitting third-party use (except for your employees and agents); or (iv) utilizing the Services’ output or information for purposes beyond the scope of this Agreement. We retain all rights to the Services, including copies, derivatives, improvements, and related documentation and materials, except as expressly licensed herein. “Users” refer to your employees or other internal users authorized by you, as detailed in the Order.
   • Changes to the Service or Website: We retain the right to modify, suspend, or terminate this Website and/or the Service at our discretion, providing notice of such changes on the Website when possible. Periodic unavailability of the Website may occur due to maintenance, equipment malfunctions, or other reasons. Information and materials on this Website may be added or updated without prior notice.

2. Fees and Payment

You are responsible for remitting the fees associated with your use of the Services, as outlined in the Order (“Fees”). These Fees are non-refundable. We reserve the right to annually adjust the Fees, providing notice of any increase at least thirty (30) days before it takes effect or as otherwise specified in the Order. All charges and fees must be paid in the currency specified in the relevant invoice and do not include any taxes, duties, or similar charges imposed by any government or authority. Customer agrees to pay or reimburse Paddo for all applicable federal, state, dominion, provincial, or local sales, use, personal property, withholding, excise, or other taxes, fees, or duties arising from this Agreement or the transactions it involves (excluding taxes on Paddo’s net income). If Customer is obligated to pay any withholding tax, charge, or levy related to payments to Paddo, Customer shall adjust the payments to ensure Paddo receives the full amount owed, free of any deduction for such withholding tax, charge, or levy. In cases of late payments, Paddo reserves the right to charge interest at a rate of 1.5% per month (or the highest rate allowed by law, if less).

3. Suspension We retain the right to promptly suspend Your, or any of Your Users’, access or use of any part or all of the Services if We determine
   • Your or Your Users’ use of the Services poses a security risk to the Services or any third party;
   • such use may adversely impact the Services or the content of any other third party;
   • it may subject Us or any third party to liability; or
   • it may involve fraudulent activities.
   • Additionally, suspension may occur with written notice if You are more than fifteen (15) days delinquent in Your payment obligations under Section 2.
   • Upon suspension of Your access to the Services, Paddo will reinstate Your access as promptly as possible once the issues leading to the suspension are resolved. However, You remain accountable for all Fees incurred up to the date of suspension. Please note that Our ability to suspend Your or Your Users’ access is independent of Our right to terminate this Agreement.

4. Term and Termination.
   • This Agreement becomes effective on the date specified in the Order and will persist for the term outlined in the Order (“Initial Term”). Post the Initial Term, the Order and the Agreement will automatically renew, following the details in the Order Form. The Initial Term and any Renewal Term collectively constitute the “Term.”
   • Either party holds the right to terminate this Agreement at any time if there is an uncured material breach by the other party, provided that the breach remains unaddressed after thirty (30) days’ notice. Paddo further reserves the right to terminate this Agreement if You cease ordinary operations, make an assignment for the benefit of creditors, or undergo any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. Upon termination, You must cease using the Services. However, termination by Us does not absolve Your responsibility to settle all Fees, nor does it impede Us from pursuing other available remedies, including injunctive relief. Following termination, You have a thirty (30) day window to remove Your Content from the Services, after which Your Content will be permanently deleted.

5. Password Security
   
   Securing your password is your sole responsibility. You agree to keep your password safe and notify Paddo & Co. Inc. promptly if you lose it or suspect any unauthorized use of your account. All activities, whether authorized or not, conducted through your account or under your username are your responsibility. Failure to report a lost password or unauthorized account use may result in immediate suspension or termination of your account.

6. Your Conduct While using the Website or the Service, you agree not to:

• Copy or distribute any part of the Website or Services (including any content) without our prior consent.
• Alter or modify any part of the Website.
• Sell products or services that are unlawful in the location at which the content is posted or received.
• Upload, post, email, transmit, or otherwise make available on the Website:
  • Any material that is unlawful, harmful, threatening, abusive, vulgar, pornographic, obscene, defamatory, libelous, harassing, grossly offensive, malicious, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, invades another’s privacy, or infringes or misappropriates the copyright, trademark, proprietary, or other intellectual property right of any third party.
  • Any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm other users in any way.
  • Any unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
  • Any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy.

• Impersonate any person or entity or misrepresent their affiliation with a person or entity.
• Interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures.
• Collect or store personal information about any other users except where they have shared such information with you.
• Resell the content of the Website, the use of the Website, or access to the Website or the content of the Website.
• Paddo & Co. Inc does not routinely monitor accounts, but it reserves the right to investigate suspected violations. If Paddo & Co. Inc finds that the Website or Services are being used in a way that violates these Terms, it may take necessary reasonable action, including immediate suspension or termination of your account and access to the Website and the Services. Paddo & Co. Inc may suspend or terminate your account without notifying you, and it shall not have any liability for such actions taken with respect to violations. Paddo & Co. Inc will cooperate with law enforcement as required by law

7. Feedback If you share suggestions, comments, or feedback with another user, you acknowledge and agree that the other party can use this feedback in any manner. By doing so:
   • The other party is not bound by any confidentiality obligations related to the feedback.
   • The feedback is not confidential or proprietary information belonging to you or any third party, and you have all necessary rights to disclose it to the other party.
   • The other party (including its successors and assigns) has the freedom to use, reproduce, publicize, license, distribute, and commercialize the feedback in any offerings.
   • You are not entitled to receive any compensation or reimbursement from the other party, Paddo & Co. Inc, or any users of the Website.

8. Links To Third Party Websites & Advertisements

This Website may feature links to other websites and third-party advertisements for products and services not owned or controlled by Paddo & Co. Inc. We are not accountable for the content of linked websites or advertisements. Accessing any third-party websites or services from this Website is subject to their respective terms and conditions, and you are responsible for understanding and complying with them. The presence of a link to any third-party website on this Website does not imply endorsement or acceptance of responsibility by Paddo & Co. Inc. for the content or use of such websites. If you choose to engage in any business transactions with advertisers whose products or services are promoted on the Website, you acknowledge and agree that such transactions are solely between you and the advertiser. Paddo & Co. Inc. disclaims any responsibility or liability for any losses or damages you may incur as a result of such transactions.

9. Disclaimer
   The information and materials provided on this Website are presented “as is.” Specifically, but without limitation, Paddo & Co. Inc. does not represent, warrant, or provide any conditions that: (i) the information or materials on this Website are correct, accurate, reliable, or complete; (ii) the functions contained on this Website will be uninterrupted or error-free; (iii) defects will be corrected, or (iv) this Website or the server(s) that make it available are free of viruses or other harmful components. Paddo & Co. Inc. expressly disclaims all representations, warranties, and conditions, either express or implied, statutory, by usage of trade, course of dealing, or otherwise, including but not limited to any implied warranties or conditions of merchantability, merchantable quality, non-infringement, title, satisfactory quality, or fitness for a particular purpose. Any information or material downloaded or otherwise obtained through the use of the Website is at your own discretion and risk, and you will be solely responsible for any damage to your computer system, loss of data, or any other loss that results from downloading or using any such material. Paddo & Co. Inc. does not warrant, endorse, guarantee, provide any conditions or representations, or assume any responsibility for any product or service advertised or offered by any third party through the Website or in respect to any website that can be reached from a link on the Website or featured in any banner or other advertising on the Website, and Paddo & Co. Inc. shall not be a party to any transaction that you may enter into with any such third party.
   
   

10. Limitation Of Liability And Indemnification
    
    Under no circumstances shall Paddo & Co. Inc., its directors, officers, employees, agents, or assigns be liable for any direct, indirect, incidental, special, consequential, exemplary, or other damages whatsoever, including without limitation, any direct, indirect, incidental, special, consequential, exemplary, or other damages that result from your use or inability to use this Website or any information or materials contained on this Website. These limitations shall apply even if Paddo & Co. Inc. has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by law. You agree to indemnify, hold harmless, and defend Paddo & Co. Inc. and its directors, officers, employees, agents, and assigns from and against any action, claim, demand, or liability, including reasonable legal fees and costs, arising from or relating to your use, acts, or omissions with respect to the Website or the Services.

11. License Grant
    
    By submitting, posting, or displaying content on or through the Website, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such content in any and all media or distribution methods (now known or later developed). You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any content that you submit. Paddo & Co. Inc. provides you with a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Website in accordance with these Terms. This license is for the sole purpose of enabling you to use and enjoy the benefits of the Services in the manner permitted by these Terms.

12. Disclaimer Security
    
    Please be aware that information transmitted or received over the Internet is inherently insecure. Paddo & Co. Inc. provides no assurance or warranty regarding the security of any communication to or from the Website. Moreover, Paddo & Co. Inc. does not guarantee the prevention of interception by third parties of personal or other information during such communications.

13. Enforcement Of Terms
    
    

Paddo & Co. Inc. retains the right to enforce these Terms without limitation. No failure, delay, or partial exercise of any right or remedy by Paddo & Co. Inc. will impede the subsequent or complete exercise of any other right, power, or remedy. Any waiver granted by Paddo & Co. Inc. must be in writing and is applicable solely to the specific instance identified in the written waiver. Such waiver does not signify a continuous waiver of that provision or any other provision. You acknowledge that any legal action arising from or related to this Website or its use must be initiated within one (1) year after the cause of action arises; otherwise, it is permanently barred. In the event that an arbitrator or court of competent jurisdiction deems any provision of these Terms invalid or unenforceable, that specific provision shall be considered severed from the rest of the Terms. The remaining provisions shall remain unaffected and enforceable.

14. Contra Proferentum Rule
    
    In the event that any provision of these Terms requires judicial interpretation, mediation, or arbitration, both parties agree that the court, mediator, or arbitrator involved shall not apply a presumption that the terms should be more strictly construed against one party. This agreement stands in contrast to the general rule of construction suggesting that a document should be construed more strictly against the party or its agent responsible for preparing it.

15. Governing Law and Jurisdiction
    
    The construction, validity, and performance of these Terms and the Privacy Policy shall be governed by the laws of the Province of Ontario, along with the federal laws of Canada that are applicable therein. The parties hereby irrevocably agree to submit to the jurisdiction of the courts of the Province of Ontario.

16. Copyright And Trademarks
    
    This website/platform, including the information and materials it contains, is the property of Paddo & Co. Inc. and its licensors. It is protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions, and other intellectual property laws. All product names and logos associated with Paddo & Co. Inc. are trademarks or registered trademarks of Paddo & Co. Inc. No content on this website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this website or any materials displayed on it, except as expressly permitted by these Terms or with the prior written permission of Paddo & Co. Inc. You are prohibited from attempting to override or circumvent any usage rules or restrictions on the website.