TERMS AND CONDITIONS - CONTRACTORS

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”) with home renovation contractors (“Contractors”, “you” or “your”) 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 Contractors. 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[MD1] , which is incorporated into these Terms by reference. You should carefully review our Privacy Policy before using the Rendoodle Platform. 

 

2.   Access and Active Presence

 

2.1.               Your access to the Rendoodle Platform and the term of the agreement set out in these Terms shall commence on the date that you receive your Security Credentials (defined below) for access to the Rendoodle Platform and shall continue until terminated by us as provided below.

 

2.2.               By accessing the Rendoodle Platform, you agree, for a period not less than twelve (12) months following your receipt of Security Credentials, to maintain an active presence consistent with the practices of an engaged, responsive, and active user.

 

2.3.               You may, in your discretion, authorize certain of your employees or other authorized representatives to access the Rendoodle Platform on your behalf. Individuals who are authorized by you to access the Rendoodle Platform on your behalf are referred to herein as “User(s).” You are responsible for any use of the Rendoodle Platform by Users[MD2] .

 

3.   Overview of Services to our Contractors

 

3.1.               The Rendoodle Platform allows Contractors to, among other things, (i) review renovation project details (“Project Details”) submitted to us by Customers (“Project Submissions”), (ii) prepare and submit quotes  based on the Project Details you have reviewed (“Quotes”), and (iv) get paid for the services you provide to Customers, subject to these Terms.

 

4.   Reviewing Project Details & Submitted Quotes

 

4.1.               When Customers submit Project Submissions to us through the Rendoodle Platform, Contractors can review those Project Submissions on the Rendoodle Platform[MD3] .

 

4.2.               If you are Qualified (defined below) to perform the work required by a particular Project Submission (and assuming you are in compliance with the other terms and conditions contained in these Terms), you may submit a Quote based on the details contained in the Project Submission. “Qualified” means that you hold and maintain all requisite licensing, training, certification, and other qualifications necessary for you to provide the applicable services to acceptable industry standards[MD4] . After you deliver a Quote to Rendoodle, Rendoodle will deliver to the Customer a comprehensive pricing quote that will include the Quote, plus applicable taxes, and any commission fees payable to Rendoodle (“Cost of Services Notice”).

 

4.3.               You agree that you will include in every Quote complete and accurate information about the services you will provide, including: [INSERT INFORMATION REQUIRED IN QUOTE FROM CONTRACTOR] and any other information requested by us from time-to-time.

 

4.4.               You understand and agree that there is no guarantee from us or the Customer that the Customer will proceed to order the services described in the Quote after you deliver the Quote to Rendoodle or the Customer receives the Cost of Services Notice.

 

4.5.               All Cost of Services Notices are open for acceptance by the Customer for [INSERT NUMBER OF DAYS/HOURS] after delivery to the Customer. Once a Cost of Services Notice has been accepted by a Customer, we will advise you of such acceptance through the Rendoodle Platform and/or the email you provide to us.

 

4.6.               Upon a Cost of Services Notice being accepted by the Customer within the applicable time period, you hereby agree and covenant that (i) you are contractually bound to deliver the services described in the Quote for the fees set forth therein (the “Contracted Project”), (ii) you authorize us to collect all fees for your services on your behalf, (iii) you shall provide your services to the Customer in a professional, responsive, courteous, and  workmanlike manner and in accordance with acceptable industry standards[MD5] , and (iii) you shall at all times comply with all applicable federal, provincial, and municipal laws, rules, regulations, codes (including building codes), and by-laws. You agree not to negotiate, impose or charge any fees in addition to those fees set out in the Quote.

 

5.   Completing your Contracted Project

 

5.1.               You understand and acknowledge that any failure to fulfill, in whole or in part, the contractually binding terms for the Contracted Project may result in you incurring liability.

 

5.2.               You are responsible for any non-performance, non-delivery, or other mistake or act in connection with the fulfillment or completion of a Contracted Project. You will notify Rendoodle forthwith as soon as you have knowledge of any potential failure to fulfill, in whole or in part, a Contracted Project.

 

5.3.               Upon completion of a Contracted Project, Customers will be required to review and, if satisfied, certify that the Contracted Project has been completed in accordance with the Project Details. You agree to cooperate with, and rectify any deficiencies raised by, Rendoodle’s investigation of any complaints submitted by Customers to Rendoodle regarding the Contracted Project.

 

6.   Prohibited Actions

 

6.1.               You acknowledge and agree that you shall not use the Rendoodle Platform for any purpose other than for the purposes set out in these Terms. Without limiting the generality of the foregoing, you agree not to: (i) assign your rights and obligations with respect to a Contracted Project; (ii) use the Rendoodle Platform to facilitate the violation of any law, regulation or statute in Canada; (iii) contact or attempt to contact, in any way, a Customer for a reason other than fulfilling the Contracted Project and your obligations under these Terms; (iv) share any information regarding a Customer with any third party unless necessary for the fulfillment of the Contracted Project; or (v) contract, negotiate with, or accept jobs or similar work, directly or indirectly, from Customers with whom you have connected through the Rendoodle Platform, outside the Rendoodle Platform.

 

7.   Payments

 

7.1.               Rendoodle will receive all sale proceeds for the Contracted Project from Customers on your behalf.

 

7.2.               Within thirty (30) days of Rendoodle receiving your invoice for same, provided Rendoodle has received and processed payment received from a Customer for the corresponding amount, we will remit your portion of the total sale proceeds plus HST, if applicable, for that portion of the Contracted Project to you in accordance with these Terms.

 

7.3.               To use the Rendoodle Platform and receive payments from Rendoodle, you must provide us with valid bank account information for a Canadian bank account acceptable to us (“Your Bank Account”). All payments to you will be remitted to Your Bank Account through cheque, electronic funds transfer or by other means specified by us.

 

7.4.               You will be responsible for the collection, reporting, and payment of any and all applicable taxes except to the extent that Rendoodle collects or remits taxes on your behalf according to applicable law.

 

8.   Insurance

 

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

 

9.   Your Warranties and Representations

 

9.1.               By using the Rendoodle Platform, you make the following representations and warranties to us: (i) you have all of the requisite rights, power, and authority to enter into these Terms, perform your obligations under these Terms, and grant the rights, licences, and authorizations set out in these Terms, and such entering into and performance does not conflict with or violate any applicable laws; (ii) you are not a non-resident of Canada for the purposes of the Income Tax Act (Canada); (iii) if you are a corporation, you are incorporated and validly existing under the laws of the province of your jurisdiction and have not been discontinued or dissolved under such laws; and (iv) these Terms constitute a legal, valid, and binding obligation of the Contractor enforceable against the Contractor in accordance with the terms hereunder.

 

10.       Termination

 

10.1.           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.

 

10.2.           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.

 

10.3.           Notwithstanding the expiration or termination of these Terms for any reason, you shall still be required to fulfill all requirements of any outstanding Contracted Projects. 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.

 

11.       Use of the Rendoodle Platform 

 

11.1.           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. 

 

11.2.           You are responsible for safeguarding the password and any other credentials (collectively, the “Security Credentials”) that you use to access the Rendoodle Platform, or any part thereof, and you agree that you may disclose your Security Credentials only to Users. 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.

 

11.3.           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.

 

11.4.           You agree to use the Rendoodle Platform solely in accordance with these Terms. You, or your officers, directors, employees, agents, and contractors 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.

 

12.       Use of Data 

 

12.1.           To enhance your experience when using the Rendoodle Platform, we save the information you provide to us when visiting the Rendoodle Platform pursuant to our Privacy Policy.

 

12.2.           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.

 

12.3.           You understand and acknowledge we may deliver information about you to Customers, including, without limitation, your name, photo, company name, and contact information.

 

13.       No Warranty or Other Representation 

 

13.1.           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. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE PROVIDE NO WARRANTY OR REPRESENTATION WITH RESPECT TO ANY INFORMATION SUBMITTED BY A CUSTOMER, INCLUDING ITS REASONABLENESS, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY.

 

13.2.           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. 

 

13.3.           SOME JURISDICTIONS DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

14.       Limitation of Liability

 

14.1.           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, COST OF SERVICES NOTICE, CONTRACTED 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.

 

14.2.           We have no obligation to monitor the electronic data submitted to Rendoodle by Customers (“Customer Data”), Retailers (“Retailer Data”) or you (“Contractor Data”), and Rendoodle shall have no liability for any inaccuracies, errors or omissions or for any defamatory, libelous, offensive or otherwise unlawful content in any Customer Data, Retailer Data or Contractor Data, 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 Customer 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. 

 

14.3.           We reserve the right to correct any obvious errors and to change or update the information on the Rendoodle Platform accordingly at any time. 

 

14.4.           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).

 

14.5.           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.

 

15.       Intellectual Property 

 

15.1.           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.

 

16.       Confidential Information

 

16.1 “Confidential Information” means all information of either you or Rendoodle (“Disclosing Party”) disclosed to the other (“Receiving Party”), whether orally, electronically, in writing, or by inspection of tangible objects (including, without limitation, documents or prototypes) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information includes, without limitation, the Rendoodle Platform, and either of your or Rendoodle’s business and marketing plans, technology and technical information, product designs, reports and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party.

 

16.2 Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose other than or any extent greater than required for the performance or enforcement of these Terms without Disclosing Party’s prior written consent. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any breach of confidentiality of Disclosing Party's Confidential Information.

 

16.3 Upon expiration or earlier termination of these Terms, Receiving Party shall continue to maintain the confidentiality of Disclosing Party's Confidential Information and, upon written request by Disclosing Party and to the extent practicable, return to Disclosing Party or destroy all materials containing such Confidential Information (with written certification of the same). Notwithstanding the foregoing, either of you or Rendoodle may retain a copy of any Confidential Information if required by applicable law or regulation, in accordance with internal compliance policy, or pursuant to automatic computer archiving and back-up procedures, subject at all times to the continuing applicability of the provisions of this Agreement.

 

17.       Force Majeure 

 

17.1.           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. 

 

18.        Governing Law and Jurisdiction 

 

18.1.           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.

 

19.       Dispute Resolution and Binding Arbitration

 

19.1.           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 19 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.

 

19.2.           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 19. THE PLACE OF ARBITRATION SHALL BE WITHIN THE CITY OF TORONTO.

 

19.3.           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.

 

20.       Indemnification

 

20.1.           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) any breach, violation, or failure in performance of the terms of the Contracted Project (iv) your non-compliance with applicable laws; (v) any data sent, received, posted or otherwise transmitted via the Rendoodle Platform by you; or (vi) any act or omission of yours that constitutes a breach of your covenants, representations, warranties, or obligations hereunder.  

 

21.       No Waivers

 

21.1.           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.

 

22.       Changes to these Terms

 

22.1.           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.

 

23.       Severability

 

23.1.           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. 

 

24.       Assignment

 

24.1.           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.

 

25.       Relationship of the Parties

 

25.1.           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.

 

26.       Entire Agreement

 

26.1.           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