Terms Of Use

User's Acknowledgment and Acceptance of Terms

PlaceSpeak Inc. ("Us" or "We") provides the PlaceSpeak site and various related services (collectively, the "site") to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between us and you. In addition, when using particular services or materials on this site, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

These Terms of Use are effective as of August 14, 2016. We expressly reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, and sponsors, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.

Description of Services

We make various services available on this site including, but not limited to, PlaceSpeak, an online platform and toolkit that facilitates location-based public participation. PlaceSpeak helps residents connect with relevant consultations in their own neighbourhoods. You are responsible for providing, at your own expense, all equipment necessary to use the services, including a computer, modem, and Internet access (including payment of all fees associated with such access).

We reserve the sole right to either modify or discontinue the site, including any of the site's features, at any time with or without notice to you. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then- current services on this site shall also be subject to these Terms of Use.

Registration Data and Privacy

In order to access some of the services on this site, you will be required to use an account and password that can be obtained by completing our online registration form, which requests certain personal information, and maintaining and updating your personal information as required. By registering, you agree that all information provided is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. Members must verify their addresses so that they can be specifically counted in quantitative analysis for location-based decision-making. Members must provide the full first and last name they most commonly use offline, so that organizations conducting consultations can be confident that they are receiving feedback from real people.

You also grant us the right to disclose to third parties certain information about you. The information we obtain through your use of this site, including your personal information, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

Conduct on Site

Your use of the site is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data, or other information -- that:

• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
• victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
• constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
• contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
• impersonates any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the site. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this site. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone else's use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

Third Party Sites and Information

This site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.

Intellectual Property Information

Copyright © January 1, 2012 PlaceSpeak Inc. All Rights Reserved.

For purposes of these Terms of Use, "content" is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our site. This includes discussion forums, surveys, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of PlaceSpeak Inc. and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. See "User's Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

The following are registered trademarks, trademarks or service marks of PlaceSpeak Inc. or its Affiliates: PlaceSpeak. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of PlaceSpeak Inc. or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of PlaceSpeak Inc. or its Affiliates.

Restrictions on Content and Use of the Service

Your use of the Service is subject to the PlaceSpeak Rules (which are part of this Agreement). We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate users. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of PlaceSpeak its users and the public.

We may make available one or more APIs for interacting with the Service. Your use of any PlaceSpeak API is subject to this Agreement and the PlaceSpeakt API Rules (which are part of this Agreement).

Unauthorized Use of Materials

Subject to our Privacy Policy, any communication or material that you transmit to this site or to us, whether by electronic mail, post, or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our agents and affiliates a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use, including the right to grant topic administrators of the site, for which the communications or material were made, the right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use, such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

1. Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed).
2. Identify the material that you claim is infringing the copyrighted work listed in item #1 above.
3. Provide information reasonably sufficient to permit us to contact you (email address is preferred).
4. Provide information, if possible, sufficient to permit us to notify the owner/ administrator of the allegedly infringing webpage or other content (email address is preferred).
5. Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."
6. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
7. Sign the paper.
8. Send the written communication to the following address:
   Designated Agent for Claimed Infringement:
   Contact: PlaceSpeak Inc.
   Address: 1005 Cypress St. Vancouver BC, Canada V6J 3K6
   Phone: 1-844-907-6977

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the Canadian Intellectual Property Office.

Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you.

WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through this site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized PlaceSpeak Inc. spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this site for further information, which policies are incorporated by reference into these Terms of Use.

You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on this site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

SOME PROVINCES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLACESPEAK AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PLACSPEAK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.

Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account.

E-mail, Messaging, Blogging, and Chat Services

We may make email, messaging, blogging, or chat services (collectively, "Communications") available to users of our site, either directly or through a third-party provider. We make available separate supplemental agreements characterizing the relationship between you and us that, except where expressly noted or contradictory, includes these Terms.

We will not inspect or disclose the contents of private Communications except with the consent of the sender or the recipient, or as other required by law or by court or governmental order. Further information is available in our Privacy Policy. We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as "spam") and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.

International Use

Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside Canada, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

PlaceSpeak Rules

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

Governing Law

This site (excluding any linked sites) is controlled by us from our offices within the British Columbia, Canada. It can be accessed from all provinces, as well as from other countries around the world. As each of these places has laws that may differ from those of British Columbia, Canada by accessing this site both of us agree that the statutes and laws of the Province of British Columbia, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the province of British Columbia with respect to such matters.

Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at info@PlaceSpeak.com, if by email, or at PlaceSpeak Inc. 1005 Cypress Street, Vancouver, BC, Canada V6J 3K6, if by conventional mail. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys' fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void. We may free assign our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labour disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

Contact Information

Except as explicitly noted on this site, the services available through this site are offered by PlaceSpeak Inc. located at 1005 Cypress Street, Vancouver, BC, Canada V6J 3K6. Our telephone number is 1-844-907-6977. If you notice that any user is violating these Terms of Use, please contact us at info@PlaceSpeak.com.

1. ACCEPTANCE OF TERMS OF USE

1.1

Welcome to PlaceSpeak, Inc. ("we" "us" "our" or "PlaceSpeak"). As an originator of a topic for discussion on PlaceSpeak ("Topic") we refer to you, and others originating topics, throughout this Terms of Use Agreement as "Proponent", "You" or "Your". The participants providing input and comments on your Topic are referred to as "Citizen", "Citizen User" and collectively the "Citizen Community".

1.2

Your use of any of PlaceSpeak services or software (collectively, the "PlaceSpeak Service") is subject to these Terms of Use (the "Terms of Use") in effect at the time of your use. PlaceSpeak reserves the right to update and change these Terms of Use from time to time without notice or acceptance by you, so please check this page frequently for updates and changes. However, changes made to these Terms of Use will not apply to you to the extent that (i) the changes concern matters which are the subject of an actual dispute between you and PlaceSpeak as of the date the changes take effect and (ii) PlaceSpeak has actual notice of the dispute as of the date the changes take effect.

1.3

Your use of the PlaceSpeak Service is also subject to the PlaceSpeak Privacy Policy in effect at the time of your use, which is incorporated herein as though set forth in full. You can review the most current version of the PlaceSpeak Privacy Policy.

1.4

Your use of the PlaceSpeak Service may also be subject to additional terms, conditions, policies and/or agreements applicable to a specific Web site, service, software, service level or version. In the event of any conflict between these Terms of Use and such additional terms, conditions, policies and/or agreements, the additional terms, conditions, policies and/or agreements will control. For the avoidance of doubt, if there are terms and conditions in these Terms of Use regarding subjects on which the additional terms, conditions, policies and/or agreements are silent, such silence will not constitute a conflict and the terms and conditions in these Terms of Use will control.

1.5

By signifying your acceptance of these Terms of Use or making any use of the PlaceSpeak Service, you signify your irrevocable acceptance of these Terms of Use in effect at the time of your use. If you are an individual acting as a representative of a corporation or other legal entity which wishes to use the PlaceSpeak Service, then you represent and agree that you have the authority to accept these Terms of Use on behalf of such corporation or other legal entity and that all provisions of these Terms of Use will bind that corporation or other legal entity as if it were named in these Terms of Use in place of you.

2. YOUR ACCOUNT

2.1

PlaceSpeak can refuse registration of, or cancel, any account in its sole discretion, at any time.

2.2

Your account will be accessed through a user ID and password that you will create (your "Credentials"). Your Credentials are solely for your use. You are responsible for maintaining the confidentiality of your Credentials and you are fully and solely responsible for all activities that occur under your Credentials, whether authorized by you or not. It is your responsibility to take adequate precautions with your Credentials and to immediately notify PlaceSpeak of any unauthorized use of your Credentials.

2.3

Using your account, you may access and participate in the PlaceSpeak Service, including viewing, posting and responding to communications on and through the PlaceSpeak Service.

3. CONTENT AND INTELLECTUAL PROPERTY

3.1

Your own text, images, audiovisual media and any other form of intellectual property, including the data, ideas, inventions, designs, patterns and processes in such material (collectively, "Content") that you post on or through the PlaceSpeak Service belongs to you and you may use it in any other way without restriction. But by using the PlaceSpeak Service, you are granting PlaceSpeak and certain third parties permission to use your Content as described in these Terms of Use.

3.2

By using the PlaceSpeak Service, you are granting PlaceSpeak a nonexclusive, worldwide, royalty-free, sub-licenseable and transferable right and license to use, reproduce, create derivative works of, distribute, publicly perform and publicly display your Content on and through the PlaceSpeak Service and on and through services affiliated with PlaceSpeak, regardless of the form of media used or of whether such services now exist or are developed in the future. If you post Content on or through the PlaceSpeak Service, you represent and warrant that you have the right to post that Content and to grant the above rights to PlaceSpeak.

3.3

PlaceSpeak may preserve your Content and may also disclose such Content, with or without notice to you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that your Content violates the rights of any third party; or (d) protect the rights, property, or personal safety of PlaceSpeak, its users and the public.

3.4

You understand that posting your Content on or through the PlaceSpeak Service is entirely voluntary and will expose your Content to public display in a non-confidential manner. You understand that PlaceSpeak and/or any past, present or future Proponent or Citizen user of PlaceSpeak (each, a "Client") may view your Content and may develop or have developed Content which is identical or similar to yours, may already know of such Content from other sources or may have taken or will take some other action with respect to such Content. Therefore, you represent and agree to all of the following and acknowledge that PlaceSpeak and its Clients are explicitly relying on such representations and agreement with regard to your Content:

3.5

Content posted by another person or company on or through the PlaceSpeak Service belongs to the poster. Except as expressly permitted in these Terms of Use, you do not have the right to use, reproduce, create derivative works of, distribute, publicly perform or publicly display any Content that does not belong to you, other than: (a)viewing of the Content on or through the PlaceSpeak Service as PlaceSpeak may make available; (b) reproducing the Content for the purpose of analyzing the Content and incorporating it into reports relevant to the Topic for which the Content was submitted; and (c) reproducing and distributing the Content for the purposes of making such reports publicly available.

3.6

PlaceSpeak owns the PlaceSpeak Service as a whole, including all computer code, graphics, user interfaces and audiovisual content used to provide the PlaceSpeak Service, and the combination of all the elements on the PlaceSpeak Service. The PlaceSpeak Service as a whole, the computer code of the PlaceSpeak Service, the user interface and graphic elements are all copyrighted works of PlaceSpeak. Various other aspects of the PlaceSpeak Service may be protected by intellectual property laws including laws of copyright, trademark, service mark, patent and trade secret.

3.7

PlaceSpeak owns all right, title and interest in and to the PlaceSpeak Service. PlaceSpeak reserves all rights to the PlaceSpeak Service that are not expressly granted herein. By way of example only, and not limitation, you do not have the right to modify, adapt, translate, or reverse engineer any portion of the PlaceSpeak Service and you do not have the right to index or aggregate any portion of the PlaceSpeak Service (either by hand or by means of a robot, spider, or other device). Nothing in this Agreement will be construed as granting you any property rights in the PlaceSpeak Service or to any invention or any patent, copyright, trademark or other intellectual property right that has been issued, or that may issue, based on the PlaceSpeak Service.

4. CODE OF CONDUCT

4.1

PlaceSpeak has the right, but not the obligation, to remove or block Content from the PlaceSpeak Service that it determines in its sole discretion to be in violation of these Terms of Use, to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, that violates any party's intellectual property or that is detrimental to the quality or intended spirit of the PlaceSpeak Service. PlaceSpeak also has the right, but not the obligation, to limit or revoke the use privileges of the account of anyone who posts such Content or engages in such behavior.

4.2

PlaceSpeak will use common sense and business sense regarding Content or behavior allowed on or through the PlaceSpeak Service. Examples of unacceptable Content or behavior include:

4.3

PlaceSpeak cannot and need not control all Content posted by third parties on or through the PlaceSpeak Service, and does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the PlaceSpeak Service you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable and you agree that under no circumstances will PlaceSpeak be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. If you would like to report objectionable materials, you may use the flagging feature by clicking the "Inappropriate" link attached to every topic post and reply. Urgent issues can be reported to urgent@placespeak.com.

5. INTERNATIONAL USE

5.1

The PlaceSpeak Service is hosted in Canada. If you use the PlaceSpeak Service from outside of Canada, you acknowledge that you are voluntarily transferring information (potentially including personally-identifiable information) and Content to Canada and agree that PlaceSpeak's collection, use, storage and sharing of your information and Content is exclusively subject to the laws of British Columbia and Canada, not of the jurisdiction in which you are located.

5.2

You will comply with all British Columbia and Canadian laws, rules and regulations applicable to the export of products, services, software and technical data regardless of the jurisdiction in which you are located.

6. COPYRIGHT INFRINGEMENT

6.1

Copyright Infringement Notices. If you believe that any material available on or through the PlaceSpeak Service violates your copyright, you may send PlaceSpeak a copyright infringement notice. The Copyright Act requires that your notice must be in writing and must include substantially all of the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PlaceSpeak to locate the material. PlaceSpeak requests that complete URLs for each instance of the allegedly infringing material be provided.
Information reasonably sufficient to permit PlaceSpeak to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the copyright infringement notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Your written copyright infringement notice must be sent to PlaceSpeak's designated copyright agent via mail or email. Please be aware that the Copyright Act provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

6.2

Copyright Abuse Policy. PlaceSpeak will terminate, in appropriate circumstances, account holders of PlaceSpeak's system or network who are repeat copyright infringers.

6.3

Designated Copyright Agent. Copyright Agent PlaceSpeak Inc. 1005 Cypress Street Vancouver, BC V6J 3K6 By email: copyright@placespeak.com The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the PlaceSpeak Service. The Copyright Agent will not respond to any other inquiries.

7. CANCELLATION AND TERMINATION

7.1

PlaceSpeak, in its sole discretion and at any time, may discontinue providing the PlaceSpeak Service, or any part thereof, with or without notice. Any termination of your access to the PlaceSpeak Service under any provision of these Terms of Use may be effected without prior notice. PlaceSpeak may immediately deactivate or delete your account, as applicable, and all related information and Content and bar any further access to such information, Content or to the PlaceSpeak Service. PlaceSpeak will not be liable to you or any third party for any termination of your access to the PlaceSpeak Service.

7.2

PlaceSpeak, in its sole discretion and at any time, may discontinue providing the PlaceSpeak Service, or any part thereof, with or without notice. Any termination of your access to the PlaceSpeak Service under any provision of these Terms of Use may be effected without prior notice. PlaceSpeak may immediately deactivate or delete your account, as applicable, and all related information and Content and bar any further access to such information, Content or to the PlaceSpeak Service. PlaceSpeak will not be liable to you or any third party for any termination of your access to the PlaceSpeak Service.

7.3

After cancellation or termination of your account for any reason, you will no longer have access to your account and all information and Content in your account or that you have stored on the PlaceSpeak Service may be, but is not required to be, deleted by PlaceSpeak. PlaceSpeak will have no liability for information or Content that is deleted due to the cancellation or termination of your account for any reason.

8. ADDITIONAL TERMS APPLICABLE ONLY TO CLIENTS

8.1

If you are a Proponent of the PlaceSpeak Service, the following terms also apply to you.

8.2

Subscriptions to the PlaceSpeak Service may be made available in different service levels. Not all of the features and functionality of the PlaceSpeak Service may be available in each version or service level. The features and functionality of each version or service level may be changed from time to time at PlaceSpeak's discretion.

8.3

In order to subscribe to the PlaceSpeak Service, you may be required to provide PlaceSpeak with billing and account information ("Billing Information") for a credit card, payment card or another payment system for which you are authorized to approve charges (each, a "Payment Source") to allow PlaceSpeak to collect payment from you for your use of the PlaceSpeak Service. You must provide PlaceSpeak with true, accurate, current and complete Billing Information and maintain and promptly update your Billing Information to keep it true, accurate, current and complete.

8.4

Unless other payment arrangements have been made in advance and confirmed by PlaceSpeak, you authorize PlaceSpeak to automatically and immediately bill your Payment Source when charges for your use of the paid version of the PlaceSpeak Service are due, without any further action on your part or other prior notice on the part of PlaceSpeak. You assume full responsibility for such charges, even if such charges are declined or not paid by your Payment Source.

8.5

If your Payment Source is invalid, if charges billed to your Payment Source are declined or not paid or if you fail to pay charges for a paid version of the PlaceSpeak Service when due, your account may be downgraded, suspended or cancelled, at PlaceSpeak's discretion. If your account is suspended, PlaceSpeak may, but is not obligated to, maintain your account and/or related content and information, in order to allow you pay the past-due charges and restore your account. If the charges are not paid, your account may be cancelled.

8.6

Unless stated to the contrary, all charges for paid versions of the PlaceSpeak Service are non-refundable, even if your use of the paid version of the PlaceSpeak Service is cancelled before the end of your current billing period.

8.7

Unless stated to the contrary, all currency references in paid versions of the PlaceSpeak Service are in Canadian dollars.

8.8

In addition to any other remedies available to PlaceSpeak, you will pay a late fee of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is less) for any late payments hereunder.

8.9

You are solely responsible for any and all taxes, levies, charges and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder, other than any income tax incurred by PlaceSpeak. Applicable sales or consumptions taxes are in addition to all fees stated for use of the PlaceSpeak Service.

8.10

PlaceSpeak grants to you, commencing on the effective date of your subscription to the PlaceSpeak Service (the "Effective Date") and continuing thereafter for the term of your subscription (unless terminated earlier pursuant to these Terms of Use), a non-exclusive, non-transferable (except as permitted below), worldwide, limited license to make use of the then-current versions of the PlaceSpeak Service to which you have subscribed for the purposes of creating, maintaining and administering a Topic. The PlaceSpeak Service is licensed hereby, not sold.

8.11

"Citizen Content" means any content uploaded to the Topic by a citizen. To the extent of your rights in and to the Citizen Content, you hereby grant to PlaceSpeak a non-exclusive, transferable, worldwide, royalty-free, perpetual license to reproduce, create derivative works from, distribute, perform, display, to otherwise use the Citizen Content (i) for the sole purpose of providing the Topic on the PlaceSpeak Service, (ii) for syndicating the Citizen Content to third parties to the extent authorized by the Citizen Community who made the Citizen Content available to PlaceSpeak and (iii) to retain the Citizen Content to the extent authorized by Citizen Community who made the Citizen Content available to PlaceSpeak.

8.12

As between you and PlaceSpeak, you are solely responsible for the acts and omissions of the users of the Topic and you are solely responsible for managing the interaction among the Citizen Community and between the Citizen Community and You.

8.13

You will not store or transmit, nor allow any user of the Topic to store or transmit, any Proponent Content or Citizen Content on or through the PlaceSpeak Service that violates these Terms of Use, that violates any acceptable use policy applicable to the Topic or that is, is alleged to be or, in PlaceSpeak's sole discretion, may be in violation of any law, rule or regulation or of any third party's rights, or otherwise exposes PlaceSpeak to any liability.

8.14

To comply with applicable laws and lawful governmental requests, to protect PlaceSpeak's systems and customers, or to ensure the integrity and operation of PlaceSpeak's business and systems, PlaceSpeak may access, store and/or disclose any information stored or transmitted on or through the PlaceSpeak Service which PlaceSpeak considers necessary or appropriate, including, without limitation, user information, IP address and traffic information, usage history, Content and Citizen Content. PlaceSpeak also reserves the right to report any activity that it suspects violates any law, rule or regulation to appropriate law enforcement officials, regulators or other appropriate third parties.

8.15

You may not assign your subscription to the PlaceSpeak Service, and such any assignment by you will be null and void; provided, however, that you may assign your subscription to the PlaceSpeak Service to its successor in interest in connection with the sale of your business as a going concern or in connection with the sale of all, or substantially all, of your assets.

9. GENERAL TERMS

9.1

These Terms of Use will remain in full force and effect while you use the PlaceSpeak Service. Those terms that can continue to operate after you stop using the PlaceSpeak Service (including without limitation your Content license to PlaceSpeak and the General Terms in this Section), will survive after you stop using the PlaceSpeak Service.

9.2

You agree to indemnify and hold PlaceSpeak, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorney's' fees, from any claim or demand made by any third party due to or arising out of (i) your actions in using the PlaceSpeak Service, (ii) a claim that you, or any third party using your Credentials, infringed any intellectual property or other right of any person or organization using the PlaceSpeak Service, or (iii) the violation of these Terms of Use by you, or any third party using your Credentials.

9.3

THE PLACESPEAK SERVICE IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AS TO THE OPERATION OF THE PLACESPEAK SERVICE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE PLACESPEAK SERVICE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, PLACESPEAK AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, PLACESPEAK AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER INFORMATION CONTAINED IN THE PLACESPEAK SERVICE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLACESPEAK DOES NOT WARRANT THAT THE PLACESPEAK SERVICE WILL BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLACESPEAK SERVICE IS FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PLACESPEAK OR THE PLACESPEAK SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

9.4

NEITHER PLACESPEAK NOR ITS AFFILIATES WILL BE LIABLE, UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PLACESPEAK'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO PLACESPEAK FOR THE PLACESPEAK SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) ONE HUNDRED DOLLARS ($100.00).

9.5

These Terms of Use (including any additional terms, conditions, policies and agreements incorporated herein) are the entire agreement between PlaceSpeak and you regarding the PlaceSpeak Service. Any dispute arising from or related to these Terms of Use will be governed by the laws of the Province of British Columbia and Canada without regard to conflict of law principles. Any such dispute will be resolved through binding arbitration by a single arbitrator. The arbitration will be held in Vancouver, British Columbia. The failure of PlaceSpeak to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and be enforceable.

10. Refund Policy

All sales are final and refunds are provided only for accidental duplicate orders. Refunds will only be made to the credit card through which the original purchase was made. An administration fee may apply in such cases to cover processing costs and third-party commissions.
Ordering a software license signifies your acceptance of this Refund Policy.