Terms of Service

These terms of service set forth the general terms of service of your use of the Website, the App and our Services and are in addition to (not in lieu of) any other terms of use posted on https://adsologist.com/terms-of-service/ in connection with the App, and linked from our Terms of service page at https://adsologist.com/terms-of-service/ which together constitute the entire Agreement (the “Agreement”) between us and you (“you”). By accessing or using the Service, you (together with all persons accessing or using the Service, collectively, the “Users”) signify that you have read, understand and agree to be bound by this Agreement in all respects with respect to the Website, the App, our provision of the Service, and your use of them.

Our website (www.adsologist.com) and related web sites owned by us (collectively, the “Website”) and our mobile Application (the “App”) (collectively the “Platform”) and the services offered therefrom (collectively, the “Service”) are operated by Adsologist Inc. and its corporate affiliates (collectively, “us”, “we” or the “Adsologist Corporations”).

YOU MAY NOT USE THE SERVICES IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE RESIDENT (I.E., IF YOU ARE A MINOR).

In consideration of your use of the Service, you agree to: (a) provide us with accurate, current and complete information about you as may be prompted by any registration forms on the Service (“Registration Data”); and (b) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete. We reserve the right to reject any registration form in our sole discretion. You must be at least 18 years old to register as a User or the age of majority in the jurisdiction in which you reside. By providing Registration Data, you signify that you are at least 18 years old and acknowledge that you may not use the Services if you are under the age of 18. If necessary, we may ask you for proof of your age. If you are unable to provide proof of your age, we reserve the right, at our sole discretion, to halt your registration. You may register on behalf of a corporate entity; however you acknowledge and agree that by providing Registration Data in such a capacity, you signify that you are authorized to enter into this Agreement on behalf of, bind the entity to, these terms and register for the Service and the App. Upon providing Registration Data to us through the Service, you will provide account information (your “User Account”) including (but not limited to) your personal information, mobile telephone number, and credit card data. Once you successfully register for a User Account, you will choose a password and be given access to your personal User Account. You hereby agree to be fully responsible for (i) immediately updating your User Account to account for any change in Registration Data, (ii) all use of your User Account, (iii) any action that takes place using your User Account by any person or automated process, (iv) maintaining the confidentiality and security of the password to your User Account, and (v) immediately notifying us upon any unauthorized use of your password or your User Account.

Services

We provide a way for businesses (“Businesses”) to show their advertisements (“Advertisements”) using various outdoor methods, such as on Uber couriers and the like (the “Couriers”) through the Website or App. When a Business places an order to show an advertisement, their advertisement is displayed prominently by a Courier as they travel.

We are not responsible for the exact nature of the display of the Advertisement, nor do we have control over the quality, timing, effectiveness, or any aspect whatsoever relating to the outcome of your Advertisement for any reason. You may access the Service from a computer or mobile device.

To use our Services, you must become a Business by creating a User Account (as defined below) to post an Advertisement. Your submission must be an accurate depiction of the Advertisement, and we are not responsible to review any Advertisements for errors, accuracy, or otherwise.

We will take reasonable efforts, but are under no obligation, to review and accept your advertisement and display it as per your order instructions. In the event that it is displayed as agreed, you agree to pay whatever amount that you agreed to pay on the Website for the Services, less any payment made at the time of purchase. If a credit card is provided, you agree to allow us to charge the credit card for any agreed fees. After an Advertisement is accepted by Adsologist, no cancellations will be accepted, and the full payment for the Service shall be owed.

You may only cancel an Advertisement without incurring a fee before such time that Adsologist has accepted your request. By submitting an Advertisement, you represent and warrant that you have the requisite intellectual property rights, and that such rights are provided by license to Adsologist and the courier for the purposes of the Services.

You may terminate your User Account at any time by deleting it. We reserve the right to terminate, suspend, or deactivate your User Account if we suspect or determine, in our sole discretion, that you have misused our Services, have used our Services to violate any law or have breached any term of this Agreement. We will give you notice of such deactivation and you agree to immediately cease all use of our Services and any Service Content or Content licensed to you in this Agreement.

We may run advertisements and promotions on the Service. You agree that we have the right to run such advertisements and promotions. The manner, mode and extent of advertising by us on the Service is subject to change in our sole discretion.

The Service may be temporarily unavailable from time to time for maintenance or other reasons. 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, Advertisements. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any web site (including the those in the Service) or combination thereof.

We make no guarantee regarding the provision of Services, the acceptance of any Advertisements, the availability, integrity, ability or skill of Couriers.

The service and the service content are provided “as is” and “as available” and the Adsologist corporations disclaim any and all representations and warranties, whether express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. The Adsologist corporations cannot guarantee and do not promise any specific results from use of the Services or make any warranty as to the timeliness, accuracy, reliability, completeness, or quality of any service, information or materials provided through or in connection with the use of the service. The Adsologist corporations do not represent or warrant that the service content is accurate, complete, reliable, current or error-free, or that the service is free of viruses or other harmful components. Therefore, you should exercise caution in the use and downloading of any such content and use industry-recognized software to detect and disinfect viruses. The Adsologist corporations disclaim any and all responsibility for any third party content or third party sites.

Except in jurisdictions where such provisions are restricted (and, then, only to the strict extent of such restriction), in no event will the Adsologist Corporations, or their directors, partners, officers, employees, contractors or agents, be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including, without limitation, and whether direct or indirect, for any lost profits, lost business opportunities, lost data, the cost of procurement of substitute goods or services, any personal injury or property damage, of any nature whatsoever, arising from your use of the service, the service content or other materials on or accessed through the service (including all third party content and third party sites), even if the Adsologist Corporations are aware or have been advised of the possibility of such damages, and notwithstanding anything to the contrary contained herein, the Adsologist Corporations’ liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to the Adsologist Corporations for the service during year in which your such cause arose (for example, if you are a Courier, the amount of your service fees). In no case will the Adsologist Corporations’ liability to you exceed the lesser of (i) 20% of total cost of the services rendered in a calendar year and (ii) $200.

Nothing in this agreement is intended to exclude or limit any condition, warranty, right or liability that may not be lawfully excluded or limited.

Prices

Prices for the Services will be posted and updated regularly. We reserve the right to modify or update the Prices at any time and in our sole discretion. You agree to pay any Advertisement that you submit (the “Service Payment”).

For all Advertisements that you Request, will charge your credit card on file with us according to the agreed upon amount between you and us, and you hereby authorize us to charge your credit card for the amounts due for the Service Payment immediately upon the acceptance of the Advertisement by us. You also authorize us to pre-authorize a charge to your credit card based on your request. If your payment does not go through, for any reason, you agree to pay the Service Payment amount due within seven (7) days from the failed payment.

Service Payments are non-refundable, unless otherwise determined in our sole discretion,

Except for applicable taxes indicated on your Invoice, we do not collect or remit any taxes for any Service Payments received in any jurisdiction. The payment rate used for computing Service Payments paid to Couriers is inclusive of any and all applicable federal, provincial, state, local, or other fees or taxes owed by such Couriers. You acknowledge and agree that you are solely responsible for all tax compliance relating to your use of our Service and that in no event will we be responsible for any tax compliance. You further agree to indemnify and hold the Adsologist Corporations and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any claims by the Canada Revenue Agency or any taxes related to your use of the Service.

We may, from time to time and in our sole discretion, provide certain promotional credits (“Promotional Credits”) to Businesses. There is no guarantee of or right to receive any such Promotional Credits. We reserve the right to activate, modify, or delete any such Promotional Credits at any time, in our sole discretion and without notice to you. Promotional Credits are non-transferrable, and have no cash value.

Users are required to provide their credit card or bank account details (as specified in any registration forms provided when registering for your User Account) to us when registering for a User Account. By doing so, you authorize us to provide this information to the third party payment processor (the “Payment Processor”) we retain. You acknowledge and agree that the terms of the Payment Processor will govern your agreement and interactions with the Payment Processor and that our terms and policies do not govern and that we have no liability arising from your use of or access to the Payment Processor. You should review the applicable terms and policies of the Payment Processor, including its privacy and data gathering practices. We are not responsible for any arrears by the Payment Processor.

Couriers

For Couriers, once you have been approved as a Courier, we will pay you an amount agreed to when you accept an Advertisement to display. This fee may change upon 30 days notice to you, which change will affect the following year’s subscription. Failure to display an Advertisement as agreed, and then accepting a payment for its display, may be a form of fraud and will be prosecuted to the fullest extent of the law. Only you can ensure that you are driving safely, and we are in no way responsible for any liability that may arise from your display of an Advertisement. You hereby agree to indemnify us for any claims or losses related at all to your display of an Advertisement. You also agree to notify us within 24 hours if your status as a contractor for third party business such as Uber changes.

Prohibited Activities

While using the Service, you agree not to:

• Recruit or otherwise solicit any User or Courier to join third-party services or websites that are competitive to Adsologist or to use our Services to obtain work or Services outside the provision of our Service;
• use the Service to “stalk”, harass, threaten, intimidate, harm, cause a nuisance to, annoy, or inconvenience any other User of the Service or collect or store any personally identifiable information about any other User other than for purposes of transacting a Service;
• For Businesses: submit an Advertisement that you do not intend to pay for;
• For Couriers: accept an Advertisement that you do not actually wish to accept or complete.

While using the Service, you agree not to submit any Advertisement that would violate, or lead to the violation of, any applicable local, provincial, territorial, national or international law or regulation, encourage or facilitate illegal activity, pornographic or obscene services including sexual and escort services, offers and solicitations of prostitution, and pornography, you have no legal right to request or perform, or would be considered, in any way, to form part of a lottery, raffle, sweepstakes, affiliate marketing scheme, multilevel marketing, pyramid scheme, or be related to spam, or any other form of solicitation that is not authorized by this Agreement.

Any use of the Service or the Content, as defined below, other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will automatically terminate all licenses granted by us herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright, privacy, trade-secrets and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any other license to intellectual property rights, whether by estoppel, implication or otherwise.

Content and Intellectual Property

“Content” means all materials and content of any type, including, but not limited to, ratings, photos, graphics, images, designs, profiles, messages, information, notes, text, information (including Registration Data, Requests, location), music, sound, video, articles, and software.
User Content and Your License to Us. The Service permits you (or any person using your User Account) to submit, transmit, copy, make available and distribute Content (collectively, your “User Content”), and we do not claim ownership over any User Content. By providing any Content, you acknowledge that the Adsologist Corporations reserve the right to refuse to accept, display, or transmit any User Content submitted as Advertisements in its sole discretion, grant the Adsologist Corporations the worldwide, royalty-free, non-exclusive right and license to use, distribute, reproduce, modify, adapt, perform and display such User Content as permitted by the functionality of the Service (the “User License”) on the following terms:

• the User License is limited to the purpose of offering the Service,
• the User License includes the Adsologist Corporations’ right to sublicense to third party Couriers for the sole purpose of offering the Service, at all times in accordance with this Agreement, and
• the User License will end, and the Adsologist Corporations will cease to use User Content, a commercially reasonable period after such User Content is removed from the Service, represent and warrant to us that (1) you have all right, title and interest to grant the User License, (2) the User Content does not infringe on any other person’s copyright, trade-mark, proprietary interests, trade secrets, privacy or other intellectual property rights, and (3) no User Content contains any libellous, defamatory or otherwise unlawful material, and hereby agree to indemnify us and hold us harmless from any claims, losses, damages or expenses incurred by us in respect of any third party claims that your User Content infringes on any other person’s rights (including all of the rights set out in (b) above).

You agree to respect all copyright and other legal notices, information, and restrictions contained in any content accessed through the Website or the App. You further agree not to change, translate, or otherwise create any derivative works of the Service. If we revoke our license to you, you agree to remove any Content infringing the terms of this Agreement and that the terms of the Agreement will survive such revocation and continue to bind you.

Notwithstanding anything else in this Agreement, “Adsologist”, the Adsologist logo and design, and all other trade-marks, trade dress, graphics, logos, designs, page headers, button icons, scripts and service names used by the Adsologist Corporations on or in connection with the Service (collectively, the “Marks”) are registered trademarks, trademarks or trade dress of the Adsologist Corporations or our licensors and all right, title and interest in and to the Marks, whether registered or not, are and shall remain vested in us or in our licensors, as applicable. The Marks may not be used, including as part of trademarks, trade names, trade dress or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

You acknowledge and agree that the Service is available for your use only in connection with the proper requesting or servicing of Advertisements, and may not be used for any other purpose. Without restricting anything else in this Agreement, you agree not to alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, or sell in any form or by any means, in whole or in part, Service Content, except to the extent required to be permitted by the law of your jurisdiction, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Service, the Service Content, or any part thereof, make the Service or Service Content available to anyone, or permit anyone to access same, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Service in any way except in furtherance of your permitted use in accordance with this Agreement, republish any Service Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, without our prior written permission or the permission of the particular Content owner, as the case may be, use any data mining, robot or similar data gathering or extraction methods with respect to any Service or any Service Content, register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity), impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Registration Data, User Account or otherwise, upload, post, transmit, share or otherwise make available on the Service any User Content that consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, or contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Insurance Numbers, US Social Security numbers, credit card numbers, financial information and other personally identifying or private information, unless that third party has consented to such use of its private information, in our sole discretion, is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable, 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 would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, disable or circumvent any access control or related process or procedure established with respect to the Service, or attempt to gain unauthorized access to the Service or Service Content, remove any copyright or other proprietary notices on or in the Service, Service Content or any part thereof, solicit personal information from anyone under 18 or solicit passwords or personally identifying information from any person for commercial or unlawful purposes, use the Service or any Service Content to “stalk”, intimidate, harm or otherwise harass another User or another person, intentionally or unintentionally violate any applicable local, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority, access the Service or any Service Content in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Service or Service Content, utilize the Service in any way except as expressly permitted by this Agreement, including by developing or using any software tool or other application that interfaces with the Service, Website, or App except for standard web browsers, interfere with or disrupt the Service or Service Content (including the servers, networks or technology connected to the Service), or use or attempt to use another’s User Account or the Service without express authorization from us or the applicable User.

You acknowledge and agree that the sole discretion of whether User Content is suitable belongs to us, and we reserve the right (but have no obligation) to (a) delete any User Content we deem to violate this Agreement or, or (b) to cancel the User Account from which such User Content made available on the Service.

You acknowledge and agree that (a) you are solely responsible for all of your User Content, and (b) we may, but are not obligated to, review and delete or remove (without notice) any User Content, in our sole discretion, including, without limitation, any User Content that violates this Agreement.

If you believe that any Content on the Service infringes upon any copyright or other intellectual property right that you own or control, or if you otherwise object to any User Content that you find on the Service, you may send a written notification to our designated agent for copyright and other complaints by e-mail to info@Adsologist.com. The notification must be a written communication that includes 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;
• if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements;
• if the complaint is about objectionable content, the reasons for the objection;
  identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
• a statement that the information in the notification is accurate; and
• if the complaint is about copyright or other intellectual property rights, a statement under penalty of perjury, that (i) the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, and (ii) the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the owner thereof, its agent or the law.

When you use the Service, send e-mails to us, or register for a User Account, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail to the email address attached to your User Account through your Registration Data or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You understand and acknowledge that by communicating by calls or text, standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from us by modifying your User Account settings on the Website or App or by emailing info@adsologist.com. You agree that we can contact you related to the Services using the phone number (sms) or email that you provide to us. Standard text message rates may apply

Third-Party Websites

The Service may contain (or you may be presented with through the Service) links to other web sites (“Third Party Sites”) as well as Content (for example GPS systems) belonging to or originating from parties other than us or our Users (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Service or any Third Party Content available on the Service, including, without limitation, the content, accuracy, safety, functioning, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. The inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us and does not guarantee that any Third Party Content will function with the Service or will be error-free. If you decide to leave the Service and access the Third Party Sites, you do so at your own risk and you acknowledge and agree that our terms and policies do not govern same and that we have no liability arising from your use of or access to any Third Party Site or Third Part Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Service. Reference on the Service to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply (a) endorsement, sponsorship or recommendation thereof by, or (b) or any affiliation thereof with the Adsologist Corporations. Further, we are in no way responsible for references to or representations, endorsements, reviews, recommendations or sponsorship of the Service or any Courier on any Third Party Site.

We are not responsible or liable in any manner for any User Content or Third Party Content available on the Service, whether made available or caused to be made available by Users or by any of the technology associated with or utilized in the Service. Although we provide this Agreement and other policies and rules for User conduct, we do not control and are not responsible for our Users’ actions and are not responsible for any Content you may encounter on the Service, be it User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User. Notwithstanding anything else in this Agreement, the Adsologist Corporations have no responsibility to monitor any User Content or Third Party Content.

Data Storage

You acknowledge that we may establish general practices and limits concerning use of the Service, including, without limitation, the maximum number of days that User Content will be retained by the Service, the maximum number of User Content that may be transmitted, posted, shared, used, copied, or otherwise made available on the Service (whether per User Account or globally), the maximum size of any User Content, the maximum disk space that will be allotted on the Service servers on any User’s behalf, and the maximum number of times (and the maximum duration for which) any User may access the Service in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any User Content and other communications or Content maintained or transmitted by the Service. You acknowledge that we reserve the right to log off or otherwise disconnect any User Account that is inactive for an extended period of time in our sole discretion.

Terms Just for Couriers

By becoming a Courier, you agree to: uphold the highest level of customer service and professionalism when dislaying Advertisements and/or affiliating yourself with the Adsologist Companies in any wa. By registering as a Courier, you give us consent to conduct background checks and criminal record checks on you from time to time, without notice. We reserve the right to remove you as a Courier for any reason whatsoever at our sole and unfettered discretion without liability or compensation to you except for Tasks that you have already completed.

You represent and warrant that you hold all required or industry standard insurance and, if you represent yourself as bonded, bond coverage including public liability, workers compensation, and workplace safety, to adequately cover property damage, bodily injury, theft, property loss in amounts sufficient for your liability under your contract with the Requesting User (“Insurance”). You agree to provide us with copies of certificates of such Insurance in your registration process as well as from time to time at our request. You further agree to notify us immediately of any change in your Insurance.

We make no guarantee regarding the availability of Advertisements, or the ability to make any income from the Service.

You agree to only accept Advertisements that you are able to complete in the time required. You agree to perform all obligations yourself and understand that you may not assign or transfer any request to a third party, company, or competitor, provided that if you require additional help to complete an Advetisement, that person must be a Courier. By Accepting an Advertisement you certify that you have the authority to enter into the contract on behalf of you or your affiliated contracting company. You agree not to Accept any Advertisement you do not reasonably have the time or ability to complete or that you do not intend on completing.

You acknowledge and agree that the Payment Processor may apply a fee for processing the payment, which may change without notice from time to time, subject to the terms and conditions set out by the Payment Processor. You are responsible for this fee, which we will collect from you and remit to the Payment Processor.

If a Requesting User is afforded compensation due to any complaint about the display of the Advertisement, which is at our sole and unfettered discretion, you agree to indemnify, hold harmless, and defend the Adsologist Companies from any and all refunds. You further agree to indemnify, hold harmless, and defend the Adsologist Companies from any and all claims for damages by any Requesting User related to your performance of a Task. Any amounts owed to us under this provision will be paid within seven (7) days of our notification to you. You agree that we are not required to prove that the harm was due to your negligence or involve you in the process of determining whether the Requesting User is entitled to compensation. We reserve the right to require you to fix or complete the Task, which you agree to do in a timely manner and without additional compensation.

We do not collect or remit any taxes for any Task Payments received in any jurisdiction. You acknowledge and agree that in connection with your use of our Service, you may be required to comply with income tax and withholding requirements on any income you receive and that if such an obligation arises you will be solely responsible for the timely payment of such tax and any interest or penalties. The payment rate used for computing Task Payments paid to Couriers is inclusive of any and all applicable federal, provincial, state, local, or other fees or taxes owed by such Couriers. In no cases will any additional compensation be paid to Couriers for taxes. You hereby covenant and agree to remit all required taxes that you owe or may owe in connection with the provision of Tasks and to pay all tax obligations therefrom in a timely manner. If we, in our sole discretion, determine we are required to withhold any taxes in connection with the provision of Tasks, we may but are under no obligation to do so. You acknowledge and agree that you are solely responsible for all tax compliance relating to your use of our Service and that in no event will we be responsible for any tax compliance. If it is later determined that we should have withheld and/or paid tax but did not withhold or pay such tax, then you shall repay to us the applicable tax as requested by us and hold us harmless from any penalties or interest thereon. You further agree to indemnify and hold the Adsologist Companies and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any claims by the Canada Revenue Agency or any taxes related to your use of the Service.

Dispute Resolution

If you have a dispute with one or more Users or Couriers, you release the Adsologist Corporations (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct or indirect arising out of or in any way connected with such disputes. We may help to mediate any dispute, but we are not obligated to do so.

For any dispute you have with us regarding the Services, you agree to first contact us and attempt in good faith to resolve the dispute informally by reporting the dispute to our customer service online at any time by emailing info@Adsologist.com.

You hereby agree and acknowledge that you may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, purported class, consolidated, or representative action. You further agree that, by entering into these terms, you and the Adsologist Corporations each agree that all claims and disputes shall be resolved under this Agreement. You further waive any constitutional or statutory right to go to court and have a trial in front of a judge or jury on an individual, class action, or representative action basis. In the event any litigation should arise between you and us, in any jurisdiction, in a suit to vacate or enforce an Arbitration award or otherwise, you and the Adsologist Corporations waive all rights to a jury trial, instead electing that the dispute be resolved by a judge, and agree to take any and all action necessary or appropriate to effect such waiver.

You hereby agree that any claim under this Agreement must be brought within one year of the act giving rise to the claim.

You agree to indemnify and hold the Adsologist Corporations and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content and any Third Party Content, your use of the Service, your conduct in connection with the Service or with other Users of the Service, or any violation of (a) this Agreement, (b) any law, or (c) any right of any third party.

General

No Agency: You hereby acknowledge and agree that no employment, joint venture, partnership, or agency relationship exists between you and any of the Adsologist Corporations as a result of this Agreement or your use of our Services. We are solely independent contractors.
Privacy: You can view our privacy policy at https://Adsologist.com/privacy, the terms of which are incorporated herein.

Governing Law; Venue and Jurisdiction. You agree that the laws of the Province of Ontario, Canada, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Ontario with respect to any dispute hereunder.

Assignment. It is possible that any of the Adsologist Corporations may be acquired or transferred as part of a merger, acquisition or other change of control. In the event of such a transaction, you understand and agree that we may assign our rights under this Agreement and that your personal information may be transferred to the succeeding entity in accordance with our Privacy Policy.

Interpretation. Headings are for convenience only and shall not be used to interpret, or as a guide for interpretation of, this Agreement. The word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto). A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa and “person” will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa.

Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Service, superseding any prior agreements between you and us relating to your use of the Site or the Service.

Non-Waiver. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.

Severability. If any provision of this Agreement is held invalid, unlawful, void or unenforceable for any reason, that provision shall be deemed severable and the remainder of this Agreement shall continue in full force and effect.

Enurement. This Agreement shall enure to the benefit of, and be binding upon, parties hereto and their respective heirs, executors, administrators, successors, and assigns.

NEITHER THE ADSOLOGIST CORPORATIONS NOR OUR AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE AND YOU HEREBY RELEASE THE ADSOLOGIST CORPORATIONS AND OUR AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO, WHETHER DIRECT OR INDIRECT. THE ADSOLOGIST CORPORATIONS AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.

We reserve the right to change, modify, add, or delete portions of this Agreement in our sole discretion from time to time without further notice. If we do this, we will post the latest version of this Agreement on this page at https://adsologist.com/terms-of-service/ and we will indicate at the bottom of such page the date of the last revision or modification. Your continued use of the Service, which use includes your continuing to make available your User Content (defined below) on the Service, after any such change, modification, addition or deletion constitutes your acceptance of the Agreement as then revised. If you do not agree to abide by this or any future version of the Agreement, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check this page to determine if there have been changes to this Agreement and to review such changes.

We reserve the right at any time and from time to time to perform maintenance on, to add to, to remove from, to make upgrades and updates to, to suspend, and to modify the Service or any part thereof with or without notice. Notwithstanding any provision herein, you agree that we shall not be liable in any manner to you or to any third party for any such maintenance, addition, removal, upgrade, update, suspension or modification.

English Language. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soinet rédigés en anglais.