Service Agreement for Blockless Services v. 1.0 (Agreement)
Effective Date and Last Amended Date: December 1, 2014
Welcome to Blockless (“We”, “Us”, and “Our”). By using our services offered through our Website www.blockless.com (the “Website”) and the account for which you have signed up (the “Account”) through which you can then purchase our services, you understand, agree, and acknowledge that this Agreement constitutes a legally binding agreement between you and Us and that your use of the services and your Account (collectively referred to as the “Services”) shall indicate your conclusive and irrefutable acceptance of this Agreement.
This Agreement is an electronic agreement that sets out the terms and conditions for your use of the Services.
Representations and Warranties
By signing up and/or purchasing any of our Services you hereby represent and warrant to Us:
- You are at least 18 years of age.
- You have the right, authority, and capacity to enter into this Agreement and to abide by and comply with all of the terms and conditions of this Agreement.
- All the information you have provided to Us is accurate and truthful at all times (the “Information”).
- All the Information you have provided to Us is owned by you, is your own personal information, and you have the absolute right and authority to provide the Information to Us for the purposes of the Services for which you have signed up and/or which you have purchased.
- You will correct, update, and amend any Information promptly upon any change of the Information including, if applicable, your billing information.
- You will not use the Services or intend to use the Services to harm, stalk, threaten, or harass any other person, organization, and/or Us.
- You will not use the Services or intend to use the Services to misrepresent yourself and/or impersonate any person or entity to any other person, organization, and/or Us.
- You will not damage, disable, overburden, or impair the Services; resell or redistribute the Services or any part of it; use any unauthorized means to modify, re-route, or gain access to the Services or attempt to carry out these activities; or use any automated process or service to access or use the Services.
- You will not use the Services for any unlawful or prohibited purpose and only use the Services according to the terms and conditions set out in this Agreement, the terms and conditions of any other websites and/or services you access, and any applicable federal, provincial, territorial, national, and international laws.
Billing and Payment
- We have different fees for our Services. Upon sign up for an Account and/or purchase of one or more of our Services, We will invoice you and our agent, PayPal®/Stripe®, will charge you through your PayPal®/Stripe® account or through any acceptable major credit card as determined by PayPal®/Stripe®. You agree to pay for all Services at the set fees, as you agreed upon during the sign up process for the applicable Service, plus, if applicable, any sales taxes. You hereby authorize Us and our agents, as applicable, to charge your chosen payment provider for the Services and you hereby agree that you will not charge back, annul, and/or void any payment transactions for Services except as permitted pursuant to applicable consumer protection legislation.
- You agree and understand that if you purchase a Service that includes a subscription, the subscription will automatically renew for the same period as the original subscription period at the end of the original or renewal subscription period. You further agree and understand that you will continue to pay the fee, for each renewal subscription period, for which you agreed to when you initially subscribed. You agree and understand that your Account will be subject to this continued automatic renewal feature until such time that you cancel the automatic renewal feature by visiting your Account and proceeding to www.blockless.com/account/payment-history or by emailing firstname.lastname@example.org. Upon cancellation of the automatic renewal, the automatic renewal will stop and you will be able to continue to use the subscription until its expiry. Please note that We do not provide pro-rated refunds for any subscription period which has already commenced. If We do not receive payment from your chosen payment provider, (i) you agree to pay all fees due to Us immediately upon demand, and (ii) you understand that We may suspend or terminate your subscription and/or Account and continue to attempt to charge your chosen payment provider until payment is received at which time, subject to this Agreement, we may re-activate your subscription and/or Account.
- Your non-termination and/or continued use of the Services reaffirms that We are authorized to charge your chosen payment provider at the applicable subscription renewal periods as set out in this Agreement and the subscription Service for which you have signed up and/or purchased.
- Unless otherwise stated in this Agreement, We will invoice and charge your chosen payment provider in advance. Invoiced amounts are due upon the time and date of the invoice (the “Due Date”).
- Our invoice will include, and you agree to pay, in addition to the fees for the Services which you have purchased, any applicable taxes, any other charges imposed by applicable law, interest on prior overdue invoices, and charges for returned cheques, charge backs, or other administrative fees that We may have incurred due to late or failed payments.
- Interest will be charged and you agree to pay interest on any invoiced amounts not paid within thirty (30) days by the Due Date, calculated from the date of the invoice, at the rate of 1.5% per month (19.56% per annum), or such other rate as We may, with prior notice, reasonably set from time to time.
- Charge backs may be assessed a $25 administrative fee or such higher amount as may be reasonably required to compensate Us for our costs associated with such charge back. Charge backs will require a certified cheque replacement.
- You must give notice of all invoice inquiries and disputes within sixty (60) days of the invoice date, and, with such notice, provide any supporting documentation. After that time, you will be deemed to have agreed on the contents of the invoice and will have no right to challenge any element of the invoice. You must pay the undisputed portion of an invoice and subsequent invoices in accordance with this Agreement.
- This Agreement will remain in full force and effect while you use any of our Services. You may terminate this Agreement, for any reason, at any time by following the instructions on the “Refund and Cancellation Procedure” help article in the Manage Subscription page of your Account, or you may contact us by emailing email@example.com.
- Without incurring liability, We may at any time, at our sole and absolute discretion, terminate this Agreement upon reasonable prior written notice, as set out in parentheses after each ground for termination:
- if you fail to pay any sum of money due to Us for any reason when due (No notice required);
- if you materially violate any of the provisions of this Agreement other then failed payments (5 days);
- if you have entered into this Agreement under false pretences, failed to provide certain relevant information, as determined by Us in our sole and absolute discretion, or provided Us with false, fraudulent, misleading, or incorrect information (no notice required);
- where any law prohibits Us from furnishing the Services (the lesser of 30 days or as long as compliance with any such Law allows); or
- if We decide to cease offering the Services (30 days).
- You agree and understand that if We terminate this Agreement We shall have no obligations and liabilities to you whatsoever.
- Where We have given you a notice pursuant to this section, and you are able to remedy the situation which gave rise to Our right of termination before the expiry of the notice period, to the satisfaction of Us, as determined at Our sole and absolute discretion, including payment of any outstanding balance, this Agreement shall not be terminated, but shall continue in full force and effect (without prejudice to Our right to terminate for your subsequent or other breaches of this Agreement).
- After this Agreement is terminated, all terms and conditions that by their nature should survive termination of this Agreement shall be deemed to survive such termination.
Personal Use Only
All of our Services are for personal use of natural persons only and may not be used in connection with any commercial endeavors.
Copyright and Trademark and Proprietary Rights
- Copyright in materials and graphical elements on the Services and Website, including site design, text, graphics, interfaces, and the selection and arrangements thereof, are owned by Us or a third party from whom We have licensed such intellectual property. The reproduction and redistribution of any written and/or graphical elements on the Services and Website is prohibited except with written permission from Us. Our or third party logos are trademarks or service marks of Us or a third party from whom We have licensed such intellectual property. You may not use them without Our written permission. To make a request for permission and/or further information about how to obtain permission please contact: firstname.lastname@example.org.
- Some of the information on the Services and Website has been provided by external sources. We are not responsible for the accuracy, reliability or currency of the information provided by external sources. If you wish to rely upon this information you should consult directly with the source of the information.
- You acknowledge and agree that the Services and any necessary software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You further acknowledge and agree that any content presented to you through the Services and Website is protected by copyright, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Us, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on any content found and/or accessible through the Services and/or Website.
- You also agree that you will not to use, copy, imitate, or incorporate any copyrighted materials, trademarks, service marks, company names, or product names in a way that is likely to cause confusion in the public. You also agree not to remove, obscure, or alter Our or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Services.
Username and Password Your Responsibility
You are responsible for maintaining the confidentiality of the username and password that you designate during the account registration process or throughout the term of the Agreement, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Us of any unauthorized use of your username or password or any other breach of security; (b) ensure that you properly log out from your Account at the end of each session; (c) ensure that you remove all cached copies and other relevant data from your browser to prevent any unintentional or deliberate access of your Account of any third party; and (d) ensure that you have used and use, on a reasonable basis, appropriate and up-to-date anti-malware/virus software on your computer. We will not be liable for any loss or damage arising from your failure to comply with this Section 7.
You will not knowingly download, access, upload, post, transmit, transfer, distribute, or facilitate distribution of any content (including text, images, sound, video, data, information or software) or otherwise use the Services and/or our Website in a way that:
- incites, encourages, solicits, collects, displays, and/or advocates exploitation, pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, any kind of physical or emotional violence/intimidation, misrepresentation, impersonation, intellectual property breaches, piracy, defamation of any natural or legal person, and any illegal activities pursuant to any applicable laws.
- is designed to solicit, collect, and/or display personally identifiable information of anyone under 18 years old.
- harms, disrupts, invades, compromises, and/or damages or intends to harm, disrupt, invade, compromise, and/or damage the Services, any website, any computers and/or any servers or would allow you or others to illegally access software or bypass security on the Services, any computers, any website, or any servers, including but not limited to spamming, viruses, and any malware.
- contains or could reasonably be considered advertising, junk mail, spam, chain letters, pyramid schemes, affiliate marketing, or unsolicited commercial advertisement.
- breaches any copyright or other proprietary right, without first having obtained permission of the copyright owner.
- causes any other end user or Ours from using or enjoying the Services.
- attempts to access, probe, or connect to computing devices without proper authorization.
- uses the Services for anything other than lawful purposes.
No Warranty and Limitation of Liability and Indemnity
- EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE NON-PERFORMANCE OF ANY OF THE SERVICES AND/OR CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES AND/OR WEBSITE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, BODILY INJURY, EMOTIONAL DISTRESS, INABILITY TO USE OR PERFORMANCE OF THE WEBSITE AND/OR SERVICES, THE CONTENT THEREOF, AND ANY SERVICES OFFERED THEREIN, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH PERSONS WHO ARE USING OUR WEBSITE AND/OR SERVICES WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU CAN RECOVER FROM US, IF APPLICABLE, ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO THE FEE, IF ANY, YOU HAVE PAID TO US FOR THE SERVICES WHICH GIVE RISE TO THE CLAIM FOR DIRECT DAMAGES. NOTWITHSTANDING THE AFOREMENTIONED, IN NO EVENT, SHALL DIRECT DAMAGES, WHETHER ALONE OR IN THE AGGREGATE, BE MORE THAN $100.
- WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY SERVICES AND/OR INFORMATION ON OUR WEBSITE AND/OR AVAILABLE THROUGH OUR SERVICES AND WE AND OUR AFFILIATES, AND AGENTS WILL, AT NO TIME, BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE AND/OR THROUGH OUR SERVICES. THE WEBSITE AND THE SERVICES ARE PROVIDED “AS-IS” AND WE EXPRESSLY DISCLAIM ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE AND/OR THE SERVICES.
- IN ADDITION TO THE PRECEDING PARAGRAPH AND OTHER PROVISIONS OF THIS AGREEMENT, ANY ADVICE AND INFORMATION AND INSTRUCTIONS THAT MAY BE POSTED ON THE WEBSITE AND/OR THROUGH THE SERVICES IS FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY AND IS NOT INTENDED TO REPLACE OR BE A SUBSTITUTE FOR ANY PROFESSIONAL FINANCIAL, LEGAL, SECURITY, OR OTHER ADVICE. WE MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL LIABILITY CONCERNING ANY TREATMENT, ACTION BY, OR EFFECT ON ANY PERSON FOLLOWING THE INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE WEBSITE AND/OR SERVICES.
- YOU ACKNOWLEDGE THAT YOU DO NOT RELY ON ANY REPRESENTATION OR WARRANTY MADE BY US IN ENTERING INTO THIS AGREEMENT AND, HAVING INVESTIGATED OUR SERVICES YOU HAVE DETERMINED THAT SAME ARE SUITABLE FOR YOUR PURPOSES. WE WILL NOT BE RESPONSIBLE FOR: (i) YOUR INABILITY TO ACCESS OR INTERACT WITH OUR SERVICES OR YOUR INTERACTION WITH ANY THIRD PARTY THROUGH THE INTERNET OR OTHER NETWORKS; (ii) ANY SERVICE PROVIDED BY ANY THIRD PARTY; AND (iii) PERFORMANCE IMPAIRMENTS, DIRECTLY OR INDIRECTLY, CAUSED BY THE INTERNET.
- YOU AGREE TO INDEMNIFY AND HOLD US, OUR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND OTHER PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM, OR DEMAND, INCLUDING REASONABLE LAWYER FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICES AND/OR WEBSITE IN VIOLATION OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO THE VIOLATION OF ANY TERMS AND CONDITIONS OF ANY THIRD PARTY WHO’S SERVICES YOU ARE USING, ACCESSING, AND/OR FROM WHO YOU ARE DOWNLOADING DATA AND/OR ARISING FROM A BREACH OF THIS AGREEMENT AND/OR ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE.
Suspension of Services and Changes to Services
We reserve the right at any time to modify, add, remove, and/or discontinue, temporarily or permanently, the Services and/or our Website (or any part thereof) with or without notice. You agree that We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services and/or Website.
Disclaimer regarding Information Available and Conduct of Others
- We are, at no time, responsible for any incorrect or inaccurate information posted on the Website and/or through our Services, whether caused by users of the Website and/or Services or by any of the equipment or programming associated with or utilized in the Services and/or Website. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, your or anyone else’s communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to you or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Website and/or in connection with the Services.
- Further, you acknowledge and understand that We do not control, nor are we responsible for any data, content, services, or products (including software) that you access, download, receive, or purchase while using the Services. You are solely responsible for complying with all terms and conditions of any third party whose services, sites, and/or products you access, buy, and/or use via our Services and to pay all fees and charges of any such third party vendor.
- We do not and will not actively monitor user activity for inappropriate behavior, nor do We maintain direct logs of any customer’s Internet activities. However, We reserve the right to investigate matters we consider to be illegal or violations of these terms and conditions. We may, but are not obligated to, in our sole discretion, and without notice, remove, block, filter or restrict by any means any materials or information (including but not limited to e-mails) that we consider to be actual or potential violations of the restrictions set forth in these terms and conditions, and any other activities that may subject Blockless, or its customers, to liability. Blockless disclaims any and all liability for any failure on its part to prevent such materials or information from being transmitted over the Service and/or into your computing device.
In the event that any part of a provision of the terms and conditions set out in this Agreement is held to be invalid, unenforceable, or void, such provision shall, by the adjudicating body, be applied to the fullest extend possible and shall be read-down only to the extent absolutely necessary to comply with applicable law. If any provision of the terms and conditions set out in this Agreement is held to be invalid, unenforceable, or void, such provision shall be severed from the Agreement. The fact that part of a provision or an entire provision has been held to be invalid, unenforceable, or void such determination shall not affect the validity and enforceability of any other remaining provisions.
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and should be treated as an Ontario contract without reference to the principals of conflicts of law. Any dispute between Us and you or any other person arising from, connected with or relating to the Services, our Website, this Agreement or any related matters must be resolved before the Courts of the Province of Ontario sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter. Any claim or cause of action you may have arising from, connected with, or relating to your use of the Website, the content thereof, and any Services offered therein, this Agreement, or any related matters must be commenced in a court of competent jurisdiction in the Province of Ontario in the City of Ottawa within twelve (12) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.
You understand and agree that this Agreement may be amended by Us from time to time by posting a notice and the amended Agreement at www.blockless.com/service and such amendment shall be effective as of the date of posting.
- AssignmentThe provisions of this Agreement shall enure to the benefit of and be binding upon each of Us and Our successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Us which may be withheld in Our sole and absolute discretion. We may assign this Agreement and Our rights and obligations under this Agreement without your consent.
No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement shall be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver shall be effective unless in writing and signed by both parties.
The rights and remedies of Us under this Agreement are cumulative and no exercise or enforcement by Us of any right or remedy hereunder shall preclude the exercise or enforcement by Us of any other right or remedy hereunder or to which We are otherwise entitled by law to enforce.
Non-performance by Us of obligations will be excused to the extent that performance is rendered impossible by events of force majeure including strike, lock-out, pandemic, fire, flood, systemic failure of the Internet, fibre/cable cuts, earthquake, governmental acts, orders or restrictions, pandemics, war, civil unrest, or any other reason where failure to perform is beyond the reasonable control of Us provided that We make commercially reasonable efforts to circumvent such events of force majeure.
- Any notice, request, demand, consent or other communication provided or permitted under this Agreement shall be in writing and shall be deemed to be sufficiently given if it is a notice to all our customers who are using the Services and/or Website by posting the notice at www.blockless.com or if it is a notice to you alone by sending an email to the email address you have provided to Us when you initially signed up for an account with us or, if you have changed that email address throughout the term, the email address which is listed in your Account (the “Designated Email Address”). Any notice so given shall be deemed to have been received on the date on which it was sent by email. You agree and understand that it is your sole responsibility to ensure that your Designated Email Address is, at all times, functional and accurate. If We can show that a notice was sent to your Designated Email Address, We shall not be liable to you or any third party for damages arising from failure to receive notices from Us.
- Notices to Us shall be sent by email to email@example.com.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais.
The parties to this Agreement agree that any and all consents to this Agreement may be given online by either party and such consent shall constitute and be deemed to be of the same force and effect as if such consent were given on paper through the signatures each party.
Affiliate Agreement for Blockless v. 1.0 (Agreement)
Welcome to Blockless (“We”, “Us”, and “Our”) affiliate program. By participating in our affiliate program, you hereby agree to these additional terms and conditions.
Bound by the Service Agreement for Blockless Services
You agree and understand that in order to participate in the affiliate program, you must have a registered Blockless account and as such you will be bound and must comply, at all times, with Blockless terms and conditions of the Service Agreement for Blockless Services.
Affiliate Program Terms and Conditions
You here hereby acknowledge and agree that:
- Affiliate commission will be paid on the 15th day of each month via Paypal, for the previous calendar months total, or negotiated upon alternate contract. Affiliates program(s) will be terminated immediately if a user advertises Blockless competitor(s), due to conflict of interest. Blockless has the right to terminate a user’s affiliate program at any point in time without any justification or reason. The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.