TERMS AND CONDITIONS - CUSTOMERS
Rendoodle
Inc.
is a corporation existing under the laws of the Province of Ontario (referred
to in these terms and conditions as “Rendoodle”, “us”, “we”, or “our,” as the
context may require). Rendoodle connects property owners (“Customers”, “you” or
“your”) with home renovation contractors (“Contractors”) and home building
material retailers (“Retailers”) through Rendoodle’s proprietary consumer
building project marketplace platform at www.rendoodle.com (the “Rendoodle
Platform”)
These terms and
conditions are between us and the Customers. We have prepared the following
terms and conditions to explain our mutual rights and responsibilities when you
use the Rendoodle Platform. Please read our terms and conditions
carefully.
AGREEMENT
1. General
1.1.
Rendoodle has agreed to grant you access
to the Rendoodle Platform subject to these terms and conditions (these “Terms”),
which govern your access to and use of the Rendoodle Platform. These Terms are
subject to change by us without prior written notice to you, at any time, in
our sole and absolute discretion. You and Rendoodle are each sometimes referred
to in these Terms as a “Party” and collectively the “Parties.”
1.2.
BY ACCESSING THE RENDOODLE PLATFORM YOU AGREE
TO BE BOUND BY THESE TERMS.
1.3.
YOU MAY NOT USE THE RENDOODLE PLATFORM,
IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST EIGHTEEN (18)
YEARS OF AGE OR (C) ARE PROHIBITED BY LAW FROM ACCESSING OR USING THE RENDOODLE
PLATFORM OR ANY OF THE RENDOODLE PLATFORM’S CONTENTS OR SERVICES.
1.4.
By accepting these Terms, you also
confirm that all data and information that you provide to us is correct and
complete.
1.5.
Our policy regarding the collection,
use, and disclosure of your personal information is explained in our Privacy
Policy[BCF1] , which is incorporated into these Terms
by reference. You should carefully review our Privacy Policy before using the Rendoodle
Platform.
2. Overview of Services
to our Customers
2.1.
The Rendoodle Platform allows Customers
to, among other things, (i) view and gather information about our services,
(ii) submit information and content about you and your desired renovation project
(“Project Details”) to us, (iii) review quotes (“Quotes”) that we generate
based on the Project Details you submit, and (iv) pay for and manage your
project.
3. Requesting &
Accepting Quotes
3.1.
When you submit Project Details to us
through the Rendoodle Platform, you are providing approval for those Project
Details to be shared with our Retailer and Contractor participants so that we
can provide you with a Quote.
3.2.
If you are not satisfied with a Quote,
you may revise your Project Details and request a new Quote. Provided, however,
that once you accept a Quote by clicking the “Accept Quote”, “Agree to Quote” or similar button
on the Rendoodle Platform, you (i) agree to be bound by the terms of that
Quote, (ii) authorize us to charge your credit card on file in the amount shown
on the Quote pursuant to the payment schedule described on the Quote, (iii)
agree to grant us, our employees, contractors and subcontractors (including our
Retailer and Contractor participants) with the right to access your home or
other project premises during regular business hours in order to deliver
materials and complete the work in accordance with the Quote and the standards
outlined herein, and (iv) agree to pay all fees contained in the Quote when
they are due.
3.3.
Once a Quote has been accepted, no
changes to the Project Details may be made without our prior written consent. If you need to request changes
to your Project Details after you have accepted a Quote, please email our
customer service team at [customer@rendoodle.com] and we will try to
accommodate your request.
4. Completing your
Project
4.1.
We
will work with our Retailer and Contractor participants to ensure the timely
completion of your project in accordance with your Project Details and the
Quote.
4.2.
Upon
completion of a project, you will be required to certify that you have
inspected the area and that the project has been completed in accordance with
the Project Details.
4.3.
We
warrant that the materials and services you order through the Rendoodle
Platform will be provided to you in accordance with acceptable industry
standards. If you experience any issues or wish to file a complaint regarding
any of our Contractor or Retailer participants, please email our customer
service team at [customer@rendoodle.com].
5. Payments
5.1.
Unless otherwise specified on a Quote,
all payments are to be made by credit card and processed in accordance with the
payment schedule included on the Quote. When payments are processed we will send
you a receipt (through the Rendoodle Platform and/or to the email address you
have provided us).
5.2.
If we agree in our sole and absolute
discretion to any payment by means other than credit card, we will issue you an
invoice. Invoices are payable net 30 and are subject to late payment fees of
1.5% per month (18% per annum).
5.3.
You are responsible for paying all Quote
fees, plus applicable sales such as HST and GST, when due.
5.4.
You acknowledge that we will, from time
to time, use payment processing services to facilitate payments to us. You
hereby authorize us to share with our payment processing service providers all
relevant information (including your credit card, banking, and other financial
information necessary to process payments). We are not responsible for, and in
no event shall you seek to hold us liable for, the use or misuse of such
information by our payment processing service providers, their affiliates or
others for whom they are responsible for in law.
6. Termination
6.1.
We reserve the right, in our sole and
absolute discretion, to modify, discontinue or terminate, temporarily or
permanently, the Rendoodle Platform, or any part thereof, or the services
provided thereon with or without notice, at any time. If we discontinue the Rendoodle Platform we will
refund deposits you have provided to us in anticipation of services or
materials that have not been provided or delivered as of the date of such
termination or discontinuation. If we discontinue or terminate the Rendoodle
Platform while your project is underway, we will use commercially reasonable
efforts to ensure that your project is completed in accordance with the
applicable Project Details and Quote.
6.2.
Rendoodle may suspend your access to the
Rendoodle Platform or any portion thereof for (i) emergency network repairs,
threats to, or actual breaches of network security, or (ii) any legal,
regulatory, or governmental prohibition or material limitation affecting the Rendoodle
Platform. Rendoodle shall use its commercially reasonable efforts to notify you
through the Rendoodle Platform and/or via email prior to such suspension and
shall reactivate any affected portion of the Rendoodle Platform as soon as
practicable. We further reserve the right, in our sole and absolute discretion,
at any time and from time to time, to disable or terminate your account, any
user name, password, Security Credentials or other credentials for any reason,
including any violation of these Terms.
6.3.
Notwithstanding the expiration or
termination of these Terms for any reason, you shall still be required to pay
all amounts on any Quote when due. Any right, obligation, or condition that, by
its express terms or nature and context is intended to survive the termination
of the agreement set out in these Terms shall survive any such termination or
expiration thereof.
7. Use of the Rendoodle
Platform
7.1.
You agree to use the Rendoodle Platform
only for lawful purposes, and in a manner that does not infringe upon the
rights of anyone else, or restrict or inhibit anyone else's use or enjoyment of
the Rendoodle Platform.
7.2.
You are responsible for safeguarding the
password and any other credentials (collectively, the “Security Credentials”)
that you use to access the Rendoodle Platform. You are responsible for any
activity using your account, whether or not such activity was authorized by you.
You must immediately notify us of any unauthorized use of your account. You
acknowledge that if you wish to protect your transmission of anything to us, it
is your responsibility to use a secure encrypted connection to communicate with
the Rendoodle Platform.
7.3.
Rendoodle hereby grants you a limited,
non-exclusive, non-transferable, non-sublicensable right to use the Rendoodle
Platform for the purposes set forth in these Terms.
7.4.
You agree to use the Rendoodle Platform
solely in accordance with these Terms. You shall not (i) sell, transfer,
assign, distribute, or otherwise commercially exploit or make the Rendoodle
Platform available to any third party except as expressly set forth herein;
(ii) modify or make derivative works based upon the Rendoodle Platform; (iii)
reverse engineer the Rendoodle Platform; (iv) remove, obscure, or alter any
proprietary notices or labels on the Rendoodle Platform or any materials made
available by Rendoodle; (v) use, post, transmit, or introduce any device,
software, or routine (including viruses, worms or other harmful code) which
interferes or attempts to interfere with the operation of the Rendoodle
Platform; or (vi) defeat or attempt to defeat any security mechanism of the Rendoodle
Platform.
8. Use of Data
8.1.
To enhance your experience when using the
Rendoodle Platform, we save the information you provide to us when visiting the
Rendoodle Platform, including Project Details, pursuant to our Privacy Policy.
8.2.
In consideration for the use of the Rendoodle
Platform, you hereby grant to us a royalty-free, non-exclusive, irrevocable,
worldwide, fully paid-up limited licence to use, produce, reproduce, perform,
publish, copy, distribute, transmit, display, store, adapt, edit, delete, and
translate the content you provide to us to the extent reasonably required by us
to provide the Rendoodle Platform to our users or to ensure adherence to or
enforce these Terms as well as the right to sub-licence any and all of the
above rights and the right to bring an action for infringement of the licensed
rights. You hereby confirm, represent and warrant to us that you have all
rights, titles and interests, as well as the power and authority necessary, to
grant the licence to your content set out above. If you delete the account to
which your content is connected, you acknowledge and agree that we may retain
copies of same for archival or compliance purposes or to otherwise provide the Rendoodle
Platform to you or others, subject to your licence to us set out above and to
our Privacy Policy.
9. No Warranty or Other
Representation
9.1.
THE RENDOODLE PLATFORM AND THE CONTENT
THEREIN ARE PROVIDED ON AN ”AS IS” AND ”AS AVAILABLE BASIS” WITHOUT WARRANTY OR
REPRESENTATION OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS TO THE
CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE HEREBY
DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR PARTICULAR
PURPOSES), WHETHER EXPRESSED OR IMPLIED.
9.2.
YOUR USE OF THE RENDOODLE PLATFORM
INDICATES YOUR ACKNOWLEDGEMENT THAT YOU ARE NOT RELYING UPON ANY REPRESENTATION
OF ANY KIND OR NATURE MADE BY US WITH RESPECT TO THE RENDOODLE PLATFORM AND THE
CONTENT THEREON AND THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS
TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE.
9.3.
SOME JURISDICTIONS DO NOT PERMIT
LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY
TO YOU.
10. Limitation of Liability
10.1.
TO THE EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES HOWEVER
CAUSED, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE
TERMS, ANY QUOTE, PROJECT, ORDER,
WORKMANSHIP OR DEFECTIVE MATERIALS, OR THE USE OF THE RENDOODLE PLATFORM, THE
DELIVERY OF INCOMPLETE OR INACCURATE INFORMATION, OR THE FAILURE OF THE
RENDOODLE PLATFORM TO PROPERLY FUNCTION OR DELIVER AN ELECTRONIC COMMUNICATION,
EVEN IF RENDOODLE HAS BEEN ADVISED OR IS AWARE OR DEEMED TO BE AWARE OF THE
POSSIBILITY OF SUCH DAMAGE. TO THE EXTENT WE ARE LIABLE, OUR LIABILITY IS
LIMITED TO DIRECT, ACTUAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES HOWEVER CAUSED, AND UNDER ANY THEORY OF
LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. THIS LIABILITY
LIMITATION SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOST PROFIT, GOODWILL OR
BUSINESS REPUTATION, ANY LOSS OF DATA, COST TO PROCURE SUBSTITUTE GOODS OR
SERVICES, OR OTHER TANGIBLE OR INTANGIBLE LOSS. YOU HEREBY UNDERSTAND AND AGREE
THAT THESE LIABILITY LIMITS REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES
AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN, THE ABSENCE OF WHICH
WOULD REQUIRE SUBSTANTIALLY DIFFERENT ECONOMIC TERMS.
10.2.
We
use commercially reasonable efforts to ensure that our Contractor and Retailer
participants are qualified in their respective fields. Beyond taking
commercially reasonable steps to confirm such qualifications, Rendoodle does
not, and has no obligation to, inspect or monitor the goods or services
delivered by our Contractor or Retailer participants in the fulfillment of any
Quote.
10.3.
We have no obligation to monitor the
electronic data submitted by you through the Rendoodle Platform, including
Project Details, and Rendoodle shall have no liability for any inaccuracies,
errors or omissions or for any defamatory, libelous, offensive or otherwise
unlawful content in any Project Details, or for any losses, damages, claims, or
other actions arising out of or in connection with any data sent, accessed,
posted or otherwise transmitted via the Rendoodle Platform by you or our
Contractor or Retailer participants. Although we carefully review our information
on the Rendoodle Platform, we cannot and do not guarantee or take
responsibility for the accuracy of the Rendoodle Platform’s content, nor do we
assume any liability for the content linked to the Rendoodle Platform.
10.4.
We reserve the right to correct any
obvious errors and to change or update the information on the Rendoodle
Platform accordingly at any time.
10.5.
The Rendoodle Platform may contain links
to or enable the use of third party websites or content, functionality, and
services not owned by us or not licensed to us by other parties (collectively,
“Third Party Content”). We do not endorse and are not responsible or liable for
Third Party Content. You are solely responsible for your use of any Third Party
Content and you may be subject to any applicable third party terms and
conditions. When accessing third party sites, you are leaving the Rendoodle
Platform, including the coverage of our Privacy Policy, and are subject to the
privacy policy of the third-party site (if any).
10.6.
You acknowledge and agree that
information you transmit to us may involve transmissions over various networks
beyond our control, and therefore the security of the transmission may be
compromised before it reaches us. We cannot and do not guarantee or warrant the
confidentiality or security of the information you provide to us through the
Rendoodle Platform, email, or other electronic means of communications.
11. Intellectual
Property
11.1.
The Rendoodle Platform and its original
content, features, functionality and design elements are and will remain our
exclusive property. Our intellectual property, such as, but not limited to,
trademarks, company, trade and product names, images, design, logos,
audio/video files, layout and information on products may not be used,
reproduced, duplicated, copied, sold, resold, visited, modified, downloaded,
broadcasted, transmitted, made available to the public, made derivative works
thereof or otherwise exploited in any way without our prior written consent. Rendoodle’s
intellectual property shall constitute Confidential Information (as defined
below). If you elect to provide or make available to us
suggestions, comments, ideas, or other feedback related to the Rendoodle
Platform, Rendoodle will be free to use, disclose, transfer, modify, and
otherwise exploit any of the foregoing information in any manner.
12. Force Majeure
12.1.
We will not be liable or responsible to
you, nor be deemed to have defaulted or breached these Terms, for any failure
or delay in our performance under these Terms when and to the extent that such
failure or delay is caused by, or results from, acts or circumstances beyond
our reasonable control, including, without limitation, acts of God, flood,
fire, earthquake, explosion, governmental actions, war, invasion or hostilities
(whether war is declared or not), terrorist threats or acts, riot or other
civil unrest, national emergency, revolution, insurrection, epidemic or
pandemic (including COVID-19), lockouts, strikes or other labor disputes
(whether or not relating to our workforce), or restraints or delays affecting
carriers or inability or delay in obtaining supplies of adequate or suitable
materials, materials or telecommunication breakdown or power outage.
13. Governing Law and Jurisdiction
13.1.
All matters arising out of or relating
to these Terms are governed by and construed in accordance with the laws of the
Province of Ontario, and the federal laws of Canada applicable therein.
14. Dispute Resolution and
Binding Arbitration
14.1.
SUBJECT TO APPLICABLE CONSUMER
PROTECTION LAWS, ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT
OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY,
CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE
CLAIMS, AND INCLUDING DISPUTES REGARDING THE VALIDITY OF THIS SECTION 14 CONCERNING VENUE)
BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF THE RENDOODLE
PLATFORM, SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
14.2.
ARBITRATION WILL BE ADMINISTERED BY THE ADR
CHAMBERS (CANADA) IN ACCORDANCE WITH THEIR ARBITRATION RULES (THE “ADR RULES”)
THEN IN EFFECT, EXCEPT AS MODIFIED BY THIS SECTION 14. THE PLACE OF
ARBITRATION SHALL BE WITHIN THE CITY OF TORONTO.
14.3.
THE ARBITRATOR WILL HAVE EXCLUSIVE
AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO ARBITRABILITY AND/OR
ENFORCEABILITY OF THIS ARBITRATION PROVISION, INCLUDING ANY UNCONSCIONABILITY
CHALLENGE OR ANY OTHER CHALLENGE THAT THE ARBITRATION PROVISION OR THESE TERMS
IS VOID, VOIDABLE OR OTHERWISE INVALID. THE ARBITRATOR WILL BE EMPOWERED TO
GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN COURT UNDER LAW OR IN EQUITY. ANY
AWARD OF THE ARBITRATOR(S) WILL BE FINAL AND BINDING ON EACH OF THE PARTIES AND
MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.
15. Indemnification
15.1.
You agree to indemnify and hold harmless
us and our affiliates, subsidiaries, agents, successors, assigns, third party
providers, licensors, and suppliers, and each of their respective officers,
shareholders, agents, directors, employees, and representatives (individually and collectively, the
“Indemnified Parties”) from and against any and all liability, loss, claim,
damages, expense, or costs (including but not limited to lawyers’ fees),
incurred by or made against the Indemnified Parties arising out of or in
connection with (i) your access and use (or anyone’s access and use of your
accounts) of the Rendoodle Platform or Third Party Content, (ii) any breach or
violation of these Terms by you or anyone using your account; (iii) your non-compliance
with applicable laws; (iv) any data sent, received, posted or otherwise
transmitted via the Rendoodle Platform by you; or (v) any act or omission of
yours that constitutes a breach of your covenants, representations, warranties,
or obligations hereunder.
16. No Waivers
16.1.
A failure by us to enforce any right or
provision of these Terms will not constitute a waiver of future enforcement of
that right or provision. The waiver of any right or provision will be effective
only if in writing and signed by a duly authorized representative of Rendoodle.
17. Changes to these Terms
17.1.
We may, at any time and for any reason,
amend these Terms with or without notice by publishing the amended Terms on the
Rendoodle Platform. You are responsible for regularly reviewing the Terms, including,
without limitation, by checking the “last updated” date indicated on this
document. Your continued use of the Rendoodle Platform after any such changes
shall constitute your consent to be bound by such changes. Your only right with
respect to any dissatisfaction with (i) these Terms, (ii) any policy or
practice of ours in operating the Rendoodle Platform, or (iii) any content or
services available through the Rendoodle Platform, is to stop using the Rendoodle
Platform.
18. Severability
18.1.
If any provision in the Terms is
invalid, illegal, void or unenforceable, then that provision will be deemed
severed from these Terms and will not affect the validity or enforceability of
the remaining provisions of these Terms.
19. Assignment
19.1.
You hereby agree that we may at any time
assign, transfer or sub-contract or otherwise deal with our rights and
obligations under these Terms, in whole or in part, without notice to you. You
may not assign, transfer, sub-contract or otherwise deal with these Terms
without our prior written consent. These Terms will enure to the benefit of and
bind you and us and our respective personal and legal representatives,
successors and permitted assigns.
20. Relationship of the
Parties
20.1.
The relationship between you and
Rendoodle is solely that of independent contractors, and these Terms shall not
establish any partnership, joint venture, employment, franchise or agency
between you and Rendoodle. These Terms will not create an exclusive
relationship between you and us.
21. Entire Agreement
21.1.
These Terms and our Privacy Policy constitute the
entire and exclusive agreement between you and us with respect to the subject
matter of these Terms.
We hope that you will
have a great experience using the Rendoodle Platform.
These Terms were last
updated on 2021-02-25
[BCF1]NTD: please provide a hyper link to this privacy policy.