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”) 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 Retailers. 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 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, 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 (as hereinafter
defined) 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, including,
without limitation, responding to all Quote Requests (as defined below) within
the time period prescribed according to these Terms.
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.
3. Termination
3.1 We reserve the
right, in our sole and absolute discretion, to modify or discontinue,
temporarily or permanently, the Rendoodle Platform, or any part thereof, or the
services provided thereon with or without notice, at any time.
3.2 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.
3.3 Notwithstanding
the expiration or termination of the agreement set out in these Terms for any
reason, you shall still be required to fulfill all requirements of any
outstanding Orders (as hereinafter defined). 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.
4. Product Information
and Quote Process
4.1 Some Customers
using the Rendoodle Platform will be submitting information through the Rendoodle
Platform to Rendoodle for the purpose of obtaining a Price Quote (as
hereinafter defined) for the supply of building material product (“Product”)
from Retailers that may include you (“Quote Request”).
4.2 Rendoodle, at its
sole discretion, will determine which Retailers will receive the Quote Request.
Such determination will be informed by a number of
factors, including without limitation, location of both the Customer and the
Retailer, type of job, budget and materials needed. Quote Requests will be delivered to you
through the Rendoodle Platform so that you may assess the Quote Request and
formulate a pricing quote for the supply and delivery of Product (“Price
Quote”).
4.3 If Rendoodle
delivers a Quote Request to you, you agree that you will use commercially
reasonable efforts to deliver the Price Quote to Rendoodle through the Rendoodle
Platform within two (2)
business days after receiving the Quote Request. If, after reviewing the Quote
Request, you determine that you are unable to deliver a Price Quote on time or
at all, you must immediately notify Rendoodle of such determination, together
with an explanation. After you deliver a
Price Quote to Rendoodle, Rendoodle will deliver to the Customer a
comprehensive pricing quote that will include the Price Quote, plus applicable
taxes, and any commission fees payable to Rendoodle (“Cost of Goods Notice”)
4.4 You understand and
agree that there is no guarantee from us or the Customer that the Customer will
proceed to purchase Product from you after you deliver a Price Quote to
Rendoodle or the Customer receives the Cost of Goods Notice. You further
understand and agree that by delivering a Price Quote, you are covenanting to
fulfill any Order (as hereinafter defined) arising or resulting from such Price
Quote.
4.5 You agree that you
will include in every Price Quote complete and accurate information about the
Product, including, without limitation: (a) description; (b) SKU and other
identifying information as we may request; (c) information regarding in-stock
status and availability; (d) purchase price; (e) delivery terms, including the
date on or before which you will agree to ship ordered product, if applicable
(“Shipping Date”); and (f) any other information requested by us from
time-to-time. You will ensure that you update all such information as necessary
to ensure its accuracy and completeness at all times.
5. Delivery of Product
and Contract
5.1 If a Customer,
after receiving a Cost of Goods Notice, elects through the Rendoodle Platform
to proceed to purchase Product from you, Rendoodle will deliver a notification
to you through the Rendoodle Platform that will include the Cost of Goods Notice,
and any other relevant product order and shipping information (“Order”).
5.2 You understand and
agree that after receiving an Order, you are required to fulfill all of the requirements set out in such Order, including,
without limitation, the Shipping Date, if applicable.
5.3 You understand and
agree that all Product delivered to Customers will be in new condition and
packaged in accordance with best industry standards.
5.4 As a security
measure, Rendoodle may, but is not required to, impose transaction limits on
some or all Customers relating to the value of any transaction, the cumulative
value of all transactions during a period of time, or
the number of transactions per day or other period of time.
6. Problems with
Product
6.1 You are
responsible for any non-performance, non-delivery, or other mistake or act in
connection with the fulfillment of an Order. You are also responsible for any
non-conformity or defect in, any recall of, or safety alert of any Product
forming part or all of an Order. You will notify
Rendoodle forthwith as soon as you have knowledge of any recalls or safety
alerts of any Product forming all or part of an Order, including any historical
Order.
7. Payment
7.1 Rendoodle will
receive all sale proceeds for the Order from Customers on your behalf.
7.2 Within thirty (30)
days of the fulfillment of an Order, including completed delivery if applicable
and receipt of your invoice for same, we will remit your portion of the total sale
proceeds plus HST, if applicable, for the Order 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. Your Warranties and
Representations
8.1. By using the Rendoodle
Platform, you make the following representations and warranties to us: (a) 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; (b) you are
not a non-resident of Canada for the purposes of the Income Tax Act (Canada);
(c) you are a corporation incorporated and validly existing under the laws of
the province of your jurisdiction and have not been discontinued or dissolved
under such laws; and (d) these Terms constitute a legal, valid, and binding
obligation of the Retailer enforceable against the Retailer in accordance with
the terms hereunder.
9. Use of the Rendoodle
Platform
9.1. 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.
9.2. 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 you authorized that
activity. 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.
9.3 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.
9.4 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 explore 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.
10. Use of Data
10.1. In order 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.
10.2. 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.
11. No Warranty or
Other Representation
11.1. 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.
11.2. 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.
11.3. SOME JURISDICTIONS
DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS
MAY NOT APPLY TO YOU.
12. Limitation of
liability
12.1. 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 PRICE QUOTE, ORDER, 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.
12.2. Rendoodle has no
obligation to screen, preview or monitor the electronic data submitted to
Rendoodle by Customers (“Customer Data”) or you (“Retailer 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 or Retailer 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 Customers or you. 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.
12.3. We are not
responsible for any errors on the Rendoodle Platform. We reserve the right to
correct any obvious errors and to change or update the information on the Rendoodle
Platform accordingly at any time.
12.4. 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).
12.5. 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.
13. Intellectual
Property
13.1. 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.
14. Confidential
Information
14.1 “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.
14.2 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.
14.3 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.
15. Force
Majeure
15.1. 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, 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.
16. Governing Law and
Jurisdiction
16.1. 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.
17. Dispute Resolution
and Binding Arbitration
17.1. 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 17 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.
17.2. 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 17.
THE PLACE OF ARBITRATION SHALL BE WITHIN THE CITY OF TORONTO.
17.3. 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.
18. Indemnification
18.1. 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) defective
or inadequate Product provided by you; (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,
including, without limitation, the fulfillment and delivery of Orders. You
agree: (a) to fully cooperate at your expense as reasonably required by an
Indemnified Party; (b) each Indemnified Party may, at its election, assume the
defence and control of any matter for which it is indemnified hereunder; and
(c) you shall not settle any matter involving an Indemnified Party without the
consent of the applicable Indemnified Party.
19. No Waivers
19.1. 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.
20. Changes to the
Terms
20.1. 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 (1) these Terms, (2)
any policy or practice of ours in operating the Rendoodle Platform, or (3) any
content or services available through the Rendoodle Platform, is to stop using
the Rendoodle Platform.
21. Severability
21.1. 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.
22. Assignment
22.1. 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.
23. Relationship of
the Parties
23.1 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.
24. Entire Agreement
24.1. 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 2020-12-24