SavvyTribe®
Terms of Service (Organization)
These Terms of Service (these “Terms”) are a contract between the business entity you represent, on the one hand (“you”), and Canyon Heights Management International, Inc., a British Columbia corporation, on the other hand (collectively, “Canyon Heights”, “we” or “us”). You must read, agree with, and accept all of the terms and conditions contained in these Terms in order to use the website located at www.savvytribe.io and related software and services (collectively, the “SavvyTribe® Platform”). Canyon Heights may revise these Terms at any time. If any such revision results in a material change to these Terms, as determined by Canyon Heights in its sole discretion, Canyon Heights will notify you by posting on www.savvytribe.io or by sending you an email at the address you have registered with us. Continued use of the SavvyTribe® Platform after the effective date of any revisions to these Terms constitutes your acceptance of the revised Terms.
YOU UNDERSTAND THAT BY SIGNING UP FOR AND USING THE SAVVYTRIBE® PLATFORM, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SAVVYTRIBE® PLATFORM. BY AGREEING TO THESE TERMS ON BEHALF OF A LEGAL ENTITY: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS THE SAVVYTRIBE® PLATFORM OR TO PROVIDE SERVICES VIA THE SAVVYTRIBE® PLATFORM TO THESE TERMS; (B) SUCH ENTITY IS RESPONSIBLE FOR ANY BREACH OF THESE TERMS BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO THAT ENTITY AND THE PERSONS THAT ACCESS THE SAVVYTRIBE® PLATFORM ON ITS BEHALF.
1. THE SAVVYTRIBE® PLATFORM
1.1 Overview
The SavvyTribe® Platform provides a venue for you (the “Organization”) to review and obtain professional services (“Services”) from independent Experts or firms (“Experts”) for one or more projects (“Projects”). The SavvyTribe® Platform is available for access and use by Organizations who have agreed to the SavvyTribe® Terms of Service, and Experts who have agreed to the SavvyTribe® Terms of Service. Under these Terms, Canyon Heights provides services to you in your capacity as an Organization, including operating and providing the SavvyTribe® Platform, curating Experts and Project bids, enabling the formation of contracts between Organizations and Experts, and functioning as the payment processor for Organizations and Experts. As an Organization, you post Projects and invite Experts to submit a bid. Experts, in turn, post their professional profile(s) and bid on Projects. If you accept an Expert’s bid, you may then draft and negotiate a contract, statement of work (SOW), consulting agreement, or other service or project agreement directly with such Expert (“Service Contract”), though any such Service Contract you enter into with an Expert must contain the required terms as further described in Section 1.5 below. Canyon Heights reserves the right, either upon your request or in certain cases and with respect to certain Projects, to select the set of bids to forward to you for review.
1.2 Eligibility
The SavvyTribe® Platform is available only to legal entities that are capable of forming legally binding contracts under applicable law. In order to create an account, you must provide us with your business name and contact information, including the name and contact information of a
representative authorized to act on your entity’s behalf. In addition, by creating an account, you represent and warrant that your entity is not:
a) a citizen of or doing business in a country where the use of or participation in the SavvyTribe® Platform is prohibited by law, decree, regulation, treaty or administrative act;
b) a citizen of, or doing business in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or
c) associated or doing business with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
In addition, you confirm that you are not prohibited or limited in any way from participating as an Organization on the SavvyTribe® Platform by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements) or any similar policies or obligations that limit your conduct or business in any way. Further, to the extent your right to receive Services is limited in any way, you confirm that you have obtained all necessary consents or waivers to receive Services as an Organization on the SavvyTribe® Platform. Notwithstanding the foregoing, Canyon Heights may determine your eligibility to create an account on the SavvyTribe® Platform in its sole discretion.
1.3 Your Account
You are solely responsible for ensuring the security of your SavvyTribe® Platform account passwords. You are solely responsible for any use or action taken through the use of such passwords on the SavvyTribe® Platform. You must notify Canyon Heights support at info@canyonheights.ca immediately if you suspect that any of your passwords have been lost or stolen, or if the security of the SavvyTribe® Platform has been otherwise compromised.
1.4 Acknowledgment
As an Organization, you acknowledge and agree that:
a) Canyon Heights does not, in any way, supervise, direct, or control the performance of the Services by Experts;
b) Canyon Heights is not a party to any contract you may enter into with Experts and will not have any liability or obligations whatsoever under any such contracts; and
c) Canyon Heights makes no representations as to the reliability, capability, or qualifications of any Experts or the quality, security or legality of any services provided by such Experts, and Canyon Heights disclaims any and all liability relating thereto.
Canyon Heights does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of services advertised, the truth or accuracy of listings, the qualifications, background, or identities of Experts, the ability of Experts to deliver services, or that an Expert can or will actually complete a transaction. For the avoidance of any doubt, Canyon Heights does not make any representations regarding the worker classification of any Expert. WITHOUT LIMITING THE FOREGOING, CANYON HEIGHTS MAKES NO WARRANTIES, EXPRESS OR IMPLIED REGARDING OR RELATING TO THE EXPERTS, THE EXPERT SERVICES OR THE SERVICE CONTRACTS.
1.5 Service Contract Required Terms
Unless otherwise agreed to in a writing signed by Canyon Heights, each Service Contract must contain terms and conditions substantially similar to and at least as protective of Canyon Heights as the following, provided that such terms and conditions do not constitute legal advice from Canyon Heights, and you and your Experts should consult independent counsel in drafting and negotiating any Service Contracts:
• Payments and Billing. Organization will pay Canyon Heights Management International, Inc. (“Canyon Heights”) the fees for the Project in accordance with its agreement with Canyon Heights (i.e., the SavvyTribe® Terms of Service).
• Third Party Beneficiary. Organization and Expert understand and agree that Canyon Heights is an intended third-party beneficiary of each Service Contract and that Canyon Heights has the right to enforce its rights and obligations under the Service Contract on its own behalf.
Once you have executed a Service Contract with an Expert, you must upload a copy (redacted if necessary to protect any particularly sensitive information) to your Workspace for the applicable Project so that Canyon Heights can verify your compliance with this requirement.
1.6 Exclusivity
For a period of twelve (12) months from the later of (i) the time you first identify an Expert through the SavvyTribe® Platform or (ii) the time an Expert completes its last Project with you (“Exclusivity Period”), you will use the SavvyTribe® Platform as your exclusive method to receive Expert Services from that Expert and make all payments, directly or indirectly, with that Expert. During the Exclusivity Period, you shall not make complete or partial payments to any such Experts for Expert Services outside of the SavvyTribe® Platform, or otherwise circumvent Canyon Heights’s role as payment processor or the SavvyTribe® Platform’ payment methods, and any violation of the foregoing restrictions is a material breach of this Agreement. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) accept proposals from, receive services from, or make payments to any Experts first identified through the SavvyTribe® Platform except via Canyon Heights; or (b) pay or report on the SavvyTribe® Platform a payment amount lower than that actually agreed between Customer and an Expert through the SavvyTribe® Platform. YOU WILL NOTIFY CANYON HEIGHTS IMMEDIATELY IF AN EXPERT SUGGESTS MAKING PAYMENTS OUTSIDE OF THE SAVVYTRIBE® PLATFORM WITHIN THE EXCLUSIVITY PERIOD.
1.7 Third Party Websites
The SavvyTribe® Platform may include links to third party websites. Canyon Heights has no control over, is not responsible for and does not endorse any such sites, and Canyon Heights will have no liability for any damages or losses you incur by visiting or using such third-party websites.
1.8 Privacy
For the purposes of sharing and collecting information via the SavvyTribe® Platform, Canyon Heights will follow the Canyon Heights Privacy Policy (“Privacy Policy”).
1.9 Code of Conduct
By accessing and using the SavvyTribe® Platform, you agree to abide by the Canyon Heights Code of Conduct (“Code of Conduct”), which is incorporated herein by reference.
2. LICENSE AND RESTRICTIONS; OWNERSHIP
2.1 License Grant
Subject to your compliance with these Terms, Canyon Heights hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the SavvyTribe® Platform for your internal business purposes only, and subject to the limitations set forth below. Canyon Heights reserves any and all rights not expressly granted to you pursuant to these Terms. The limited rights granted to you to access and use the SavvyTribe® Platform comprise a limited license and do not constitute the sale of any software program or other intellectual property.
2.2 Restrictions
You agree that:
a) you will only use the SavvyTribe® Platform in full compliance with all applicable laws and these Terms; and
b) you will not use the SavvyTribe® Platform for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct. Further, except as specifically permitted herein or approved in advance in writing by Canyon Heights, you agree that you will not directly or indirectly:
i. distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time- share or otherwise exploit the SavvyTribe® Platform in any unauthorized manner;
ii. copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the SavvyTribe® Platform or any part thereof in any form or manner or by any means;
iii. harvest or scrape any content or data from the SavvyTribe® Platform;
iv. remove or alter any copyright or other proprietary rights notice or restrictive rights legend contained or included in the SavvyTribe® Platform;
v. decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the SavvyTribe® Platform or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law);
vi. utilize the SavvyTribe® Platform to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or (b) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
vii. circumvent any functionality that controls access to or otherwise protects the Platform; or
viii. permit any third party to engage in any of the foregoing. Any attempt to do any of the foregoing is a material breach of these Terms and a violation of the rights of Canyon Heights and its licensors. If you breach these restrictions, you may be subject to prosecution and damages.
2.3 SavvyTribe® Platform Ownership
SAVVYTRIBE®, the SAVVYTRIBE® logo and “All your nation building Experts in one place” are service marks of Canyon Heights. The SavvyTribe® Platform’s proprietary content and software code, as well as any Canyon Heights trademarks, service marks, or logos (“Canyon Heights Marks”) are protected under intellectual property laws. You acknowledge and agree that Canyon Heights and/or its licensors own all rights, title and interest in and to the SavvyTribe® Platform (including all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. Any and all:
a) suggestions for correction, change and modification to the SavvyTribe® Platform and other feedback, information and reports you provide to Canyon Heights (collectively “Feedback”); and all
b) improvements, updates, modifications or enhancements, whether made, created or developed by Canyon Heights or otherwise relating to the SavvyTribe® Platform (collectively, “Revisions”), are and will remain the property of Canyon Heights.
All Feedback and Revisions become the sole and exclusive property of Canyon Heights and Canyon Heights may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Canyon Heights any and all rights, title and interest that you may have in and to any and all Feedback and Revisions.
2.4 Copyright Notices/Complaints
It is Canyon Heights’s policy to respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe any materials accessible on the SavvyTribe® Platform infringe your copyright, you may request removal of those materials (or access thereto) from the SavvyTribe® Platform by contacting Canyon Heights’s copyright agent (identified below) and providing the following information:
1. A description of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are the subject of a single notice, a representative list of such works;
2. An identification of the allegedly infringing material, and a description of where that material is located on the SavvyTribe® Platform (including, if applicable, the URL of the page on the SavvyTribe® Platform where such material may be found);
3. Your address, telephone number, and email address;
4. A statement by you that you have a good faith belief that use of the disputed material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
5. A statement by you, made under penalty of perjury, that the information you provide in your notice is accurate and that you are the owner of the allegedly infringed copyright, or that you are authorized to act on behalf of the copyright owner;
6. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed. Canyon Heights’s Agent for Notice of claims of copyright infringement can be reached as follows:
Copyright Agent
Canyon Heights Management International, Inc.
info@canyonheights.ca
TollFree: 1-800-982-0170
Upon receipt of a notice as described above, Canyon Heights will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the SavvyTribe® Platform.
3. CONTENT POLICY
3.1 Your Content
You represent and warrant that you own or have a valid license to all content or other materials you upload, post, publish or display through the SavvyTribe® Platform, inclusive of any Work Product (collectively, “Content”). Canyon Heights acknowledges and agrees that, unless otherwise agreed to with the Organization, you own all right, title and interest in and to your Content (including all intellectual property rights therein or related thereto) and Canyon Heights agrees not to take any action(s) inconsistent with such ownership interests. Subject to Canyon Heights’s Privacy Policy and exclusively with respect to de-identified and aggregated Content, you hereby grant Canyon Heights and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use de-identified and aggregated Content, in connection with the operation and promotion of the SavvyTribe® Platform or any other Canyon Heights product.
3.2 Workspace
During the course of your Projects, Canyon Heights will provide you storage space on the SavvyTribe® Platform (“Workspace”) for the exchange of documents and other information related to your Projects between you and the applicable Expert. Canyon Heights reserves the right to delete your Workspace and all data therein thirty (30) days after the end of the associated Project.
3.3 Disclosure of Your Content
Canyon Heights’s confidentiality obligations with respect to your Content shall be governed by Section 5 herein. Notwithstanding the foregoing, you acknowledge and agree that Canyon Heights may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
a) comply with legal process, applicable laws or government requests;
b) enforce these Terms;
c) respond to claims that any of your Content violates the rights of third parties; or
d) protect the rights, property, or personal safety of Canyon Heights, its affiliates, officers, employees, representatives and agents, as well as Platform users and the general public.
3.4 Prohibited Content
You are solely responsible for all of your Content, and you agree not to upload any Content prohibited by applicable law or the restrictions in this Section. Canyon Heights reserves the right to investigate and take appropriate legal action against any Experts who violate this Section. Specifically, you represent and warrant that none of your Content:
a) constitutes protected health information under the Health Information Portability and Accountability Act;
b) infringes any intellectual property, proprietary, contractual or privacy rights of any party;
c) constitutes material, non-public information the disclosure of which would be in violation of securities laws;
d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation;
f) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or
g) in the sole judgment of Canyon Heights, is objectionable or which restricts or inhibits any other person from using or enjoying the SavvyTribe® Platform, or which may expose Canyon Heights or its users to any harm or liability of any kind. Canyon Heights has the right, but not the obligation, to monitor your use of the SavvyTribe® Platform, your Content and the Services you perform to determine your compliance with these Terms.
4. FEES AND PAYMENT
4.1 Fees
The SavvyTribe® Platform is free to join, and there are no charges to post Projects or review Expert profiles. Instead, Canyon Heights collects fees for each Project that is completed via the SavvyTribe® Platform. All fees are non-cancelable and non-refundable. If you have further questions about Canyon Heights's fees, please contact us at info@canyonheights.ca.
4.2 Payment Methods
Canyon Heights functions as the payment processor for amounts you pay to Experts for Services on the SavvyTribe® Platform. You agree to pay Canyon Heights any fees you incur on the SavvyTribe® Platform, and hereby authorizes Canyon Heights to charge you in the form of payment mutually agreed to between you and Canyon Heights for such fees. If you elect to pay by credit card, you authorize the Canyon Heights to:
a) run, or have run, credit card authorizations on all credit cards provided by you;
b) store your credit card details as your method of payment for Services; and
c) charge your credit card (or any other form of payment authorized by the Canyon Heights or mutually agreed to between you and the Canyon Heights) in payment of any fees you incur on the SavvyTribe® Platform.
If Canyon Heights invoices you, fees will be invoiced at Project launch or milestone launch as applicable; expenses will be invoiced as incurred. All fees are due net fifteen (15) days from the invoice date and shall be in Canadian dollars. Any payment not received from you by the due date may accrue, at Canyon Heights’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If you require that an invoice be submitted against a purchase order before payment can be made, you will be responsible for issuing such purchase order to Canyon Heights in a timely fashion and your failure to do so will not affect your obligation to pay all fees in accordance with these Terms. Canyon Heights’s fees do not include any taxes of any nature. You are responsible for paying all taxes related to the SavvyTribe® Platform, excluding only taxes based on Canyon Heights’s income, property or employees.
4.3 Books and Records
Each party will keep complete and accurate books and records sufficient to verify compliance or non-compliance with these Terms and the provisions of any Service Contract. Each party will, upon at least ten business days prior written request by the other party (a “Review Request”), make available to the other party and its auditors such books and records and provide reasonable cooperation to the extent necessary to verify the accuracy of the amounts owed and charged pursuant to these Terms. Such Review Requests may not be issued more frequently than once every twelve (12) months.
5. CONFIDENTIALITY
5.1 Definition of Confidential Information
As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information shall include, but not be limited to: the pricing and other terms reflected in all Service Contracts, Content and the Disclosing Party’s business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. For the avoidance of any doubt, nothing in this Section 5 shall restrict Canyon Heights’s ability to collect, use and process your personally identifiable information or Content pursuant to Canyon Heights’s Privacy Policy and Section 3.1 of this Agreement.
5.2 Confidentiality and Non-Use
During the term of this Agreement and for a period of three (3) years thereafter (or perpetually with respect to Content), each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information for purposes of this Agreement and who are bound to protect such Confidential Information as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality. In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights
of the Receiving Party under this Agreement (including, without limitation, as may be necessary to support or defend a claim arising under this Agreement). Neither party may engage in any purchasing or selling of securities based on any Confidential Information or any material, non- public information and may not communicate any such information to any person or entity when it is reasonably foreseeable that such person is likely to purchase or sell securities based on such information.
5.3 Compelled Disclosure
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure. The Receiving Party will cooperate reasonably with the Disclosing Party in any effort the Disclosing Party undertakes to obtain a protective order and, if disclosure is nonetheless required, will furnish only such Confidential Information as is legally required to be disclosed.
5.4 Remedies
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
6. WARRANTY DISCLAIMER
CANYON HEIGHTS MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, SAVVYTRIBE® PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANYON HEIGHTS DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL CANYON HEIGHTS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE TOTAL AGGREGATE LIABILITY OF CANYON HEIGHTS TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE OF THE SAVVYTRIBE® PLATFORM WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO CANYON HEIGHTS DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF CANYON HEIGHTS IS ADVISED OF THE
POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
8. INDEMNIFICATION
You agree to indemnify and hold harmless the Canyon Heights and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:
a) your use of the SavvyTribe® Platform;
b) your Content; and
c) your violation of these Terms.
9. TERMINATION
9.1 Termination
Subject to your obligation to pay for Services for which you have received, you have the right to cancel your account at any time upon notice to Canyon Heights, and Canyon Heights has the unlimited right to terminate or limit your account and/or access to the SavvyTribe® Platform at any time and for any reason, including, without limitation, for violation of these Terms and/or the Code of Conduct. For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the Exclusivity Period set forth in Section 1.6.
9.2 Survival
Sections 1.5 (Service Contract Required Terms), 1.6 (Exclusivity), 3.1 (Your Content), 5 (Confidentiality), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9.2 (Survival), 10 (Dispute Resolution) and 11 (General) of these Terms will survive any termination thereof.
10. DISPUTE RESOLUTION
10.1 Informal Process First
You agree that in the event of any dispute between you and Canyon Heights, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under this Agreement.
10.2 Individual Basis; Jury Trial Waiver
To the fullest extent permitted by applicable law, you and Canyon Heights each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and Canyon Heights each waive any right to a jury trial. You and Canyon Heights expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
10.3 Limitation Period
In no event will any Claim, or any other action or proceeding by you (including arbitration under this Section 10) be instituted more than one (1) year after the cause of action arose.
10.4 Jurisdiction
You and Canyon Heights each agree to the exclusive jurisdiction of the provincial courts located in Vancouver British Columbia, and you and Canyon Heights each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
11. GENERAL
11.1 Assignability
You may not assign these Terms or any of your rights or obligations hereunder without Canyon Heights’s prior written consent. Canyon Heights may freely assign these Terms. Any attempted assignment or transfer in violation of this Section 11.1 will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.
11.2 Relationship of the Parties.
The Parties are independent contractors and will have not power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture.
11.3 Entire Agreement
These Terms set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
11.4 Governing Law
These Terms and any controversy, dispute or claim arising out of or relating to these Terms will be governed by and construed in accordance with the laws of British Columbia, without regard to its conflict of law provisions.
11.5 Notices; Consent to Electronic Notice
You consent to the use of electronic means to deliver any notices pursuant to these Terms.
Notices will be given:
a) by Canyon Heights via email (in each case to the email address that you provide when registering your account);
b) a reasonably prominent posting on the SavvyTribe® Platform; or
c) by you via email to info@canyonheights.ca.
11.6 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
11.7 Severability
If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.
