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.
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.
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.
3.1 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.
7.1 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
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.
12.5. 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.
18.1. 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.
21.1. 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.
22.1. 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
We hope that you will have a great experience using the Rendoodle Platform.