Terms of Service – Expert – 2023

SavvyTribe®
Terms of Service (Experts)

These Terms of Service (these “Terms”) are a contract between you (either in your individual capacity as an independent consultant or as a representative of a firm), on the one hand (“you”), and Canyon Heights Management International, Inc. a British Columbia corporation on the other hand (collectively, the “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.  IF YOU AGREE 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 THIS AGREEMENT BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO THAT ENTITY.

1      THE SAVVYTRIBE® PLATFORM

1.1          Overview
The SavvyTribe® Platform provides a venue for you to meet and offer your professional services (“Services”) as an individual independent consultant or firm (“Expert”) to businesses who are in the market for such Services (“Organizations”) for one or more projects (“Projects”). The SavvyTribe® Platform is exclusively available for access and use by Organizations and Experts who have agreed to SavvyTribe® Terms of Service. Under these Terms, Canyon Heights provides services to you in your capacity as an Expert, including operating and providing the SavvyTribe® Platform, curating Organizations and Projects, and functioning as the payment processor for you and Organizations. Organizations post Projects and Experts may submit bids. If an Organization accepts your bid, you may then draft and negotiate a contract, statement of work (“SOW”), consulting agreement, or other service or project agreement directly with such Organization (“Service Contract”), though any such Service Contract you enter into with an Organization must contain the required terms as further described in Section 1.7 below. Canyon Heights reserves the right in certain cases and with respect to certain Projects to select the set of bids to forward to the applicable Organization.


1.2          Eligibility

The SavvyTribe® Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. In order to create an account, you must provide us with your legal or business name, contact information, and profile information regarding your professional qualifications and the Services you will offer to provide via the SavvyTribe® Platform. By creating an account, you consent to the performance of background check and/or due diligence investigation by at least once every three (3) years during which you maintain an account on the SavvyTribe® Platform. In addition, by creating an account, you represent and warrant that you are not (a) a citizen or resident of a country in which use or participation in the SavvyTribe® Platform is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated 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 acting as an Expert on the SavvyTribe® Platform by (a) any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), (b) your current employer’s policies or codes of conduct if you are employed, (c) any similar policies or obligations that limit your conduct in any way or (d) any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to offer your Services as an Expert 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

Canyon Heights reserves the right to validate your identity and account information at any time. You are responsible for ensuring and maintaining the secrecy and security of your account password, and are responsible for any activities that occur on the SavvyTribe® Platform under your account. You must notify Canyon Heights support at info@canyonheights.ca immediately if you suspect that your password has been lost or stolen, or if the security of the SavvyTribe® Platform has been otherwise compromised.

1.4          Independent Contractor Status

As an Expert, you acknowledge and agree that your relationship to Canyon Heights is that of an independent contractor and vendor rendering professional services, and that :

a) you have no authority to act on behalf of Canyon Heights;

b) Canyon Heights does not, in any way, supervise, direct, or control your performance of Services; and

c) Canyon Heights is not a party to any contract you may enter into with Organizations and will not have any liability or obligations whatsoever under any such contracts. Further, consistent with your status as an independent Consultant/vendor of Canyon Heights, neither you nor any of your principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits from Canyon Heights, that Canyon Heights provides or makes available to its employees pursuant to legal requirements or otherwise including, without limitation, worker’s compensation insurance, travel accident insurance, medical/dental insurance, life insurance, short-term and/or disability insurance or benefits, long-term disability insurance, holiday pay, sick pay, paid vacation, bonuses, salary continuation pay, leaves of absence (paid or unpaid), pension plan benefits, retirement savings plan benefits or lease vehicle benefits. You are solely responsible for:

i. compensating any of your principals, employees and agents who provide any services to Canyon Heights or Organization on your behalf, including, without limitation, wages and employee benefits;

ii. reporting to all applicable government agencies all amounts paid to such principals, employees and agents;

iii. withholding and payment of all payroll taxes including, without limitation, unemployment insurance, Federal Insurance Contributions Act and Federal Unemployment Tax Act;

iv. compliance with all applicable laws with respect to your principals, employees and agents including, without limitation, those requiring and regulating workers’ compensation insurance, reporting of independent contractors, issuance of Forms W-2 and 1099, the Immigration Reform Control Act, and equal employment opportunity laws.

1.5          Insurance Coverage

You agree that at all times while you are engaged in Services, you will maintain insurance coverage set forth as follows to insure against liability incurred in your capacity as an Expert:

a) Statutory Workers Compensation including Organizations Liability with the following limits: $1,000,000 bodily injury per employee; $1,000,000 bodily injury per disease; $1,000,000 bodily injury per policy.

b) Commercial General Liability insurance (including contractual liability coverage) on an occurrence basis for bodily injury, death, “broad form” property damage, and personal injury, with coverage limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate for bodily injury and property damage.

c) Umbrella Liability coverage with limit no less than $2,000,000 per occurrence and in general aggregate.

d) Professional Liability/Errors and Omissions coverage with limits no less than $2,000,000 per claim and annual aggregate, covering all acts, errors, omissions, negligence and network and privacy risks (including coverage for unauthorized access, failure of security, breach of privacy perils, wrongful disclosure of information, as well as notification costs and regulatory defense) in the performance of Services. Such insurance shall be maintained in force during the time of the agreement and for a period of 3 years thereafter for services completed during the term of the agreement.

All coverages must be provided by carriers with a minimum A.M. Best rating of A-, VIII. You are also responsible for ensuring that all of your subconsultants maintain the aforementioned coverages and minimum limits.

You will also maintain written evidence of Coverage satisfactory to Canyon Heights, including providing a certificate of insurance upon Canyon Heights’s request.


1.6          No Conflict

You hereby represent and warrant that you are not party to any written or oral agreement or understanding, or bound by or otherwise subject to any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations, that would restrict or prevent you from performing Services for an Organization with which you enter into a Service Contract or with respect to a Project for which you enter into a Service Contract. You hereby represent and warrant that you will not incorporate into any Work Product produced under any Service Contract any confidential information or trade secrets of any other person or entity, or any material in which any other person or entity asserts any copyright, patent right, trademark, or other proprietary or intellectual property right.  For purposes of these Terms, Work Product means all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by you for Organization during the term of the Service Contract.


1.7          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 company 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.
  • Third Party Beneficiary. Organization and you 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.

 

1.8          Exclusivity

For a period of twelve (12) months from the later of (i) the time you first identify an Organization or are first identified by an Organization through the Platform or (ii) the time you complete your last Project with an Organization (“Exclusivity Period”), you will use the Platform as your exclusive method to bid for Services and receive all payments for Services, directly or indirectly, with that Organization and/or that Organization’s business entity or arising out of your relationship with that Organization and/or that Organization’s business entity. Furthermore, during the Exclusivity Period, you shall not encourage, solicit or accept complete or partial payment for Services outside of the SavvyTribe® Platform, or otherwise circumvent Canyon Heights’s role as payment processor or the SavvyTribe® Platform’s payment methods, and any violation of the foregoing restrictions is a material breach of these Terms. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) submit proposals to, deliver services to, invoice or receive payments or other consideration from any Organizations for whom you have performed services or been introduced to through the SavvyTribe® Platform except via the SavvyTribe® Platform; (b) contact an Organization outside of the SavvyTribe® Platform in order to secure a Project that the Client has posted on the SavvyTribe® Platform; or (c) invoice or report on the SavvyTribe® Platform an invoice amount lower than that actually agreed between you and an Organization through the SavvyTribe® Platform. Upon expiration of the Exclusivity Period, you are free to directly deal with the applicable Client outside of the Platform and independently from these Terms.  YOU WILL NOTIFY CANYON HEIGHTS IMMEDIATELY IF AN ORGANIZATION SUGGESTS MAKING PAYMENTS OUTSIDE OF THE SAVVYTRIBE® PLATFORM WITHIN THE EXCLUSIVITY PERIOD.

1.9          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 liability for any damages or losses you incur by visiting or using such third-party websites.

1.10       Privacy Policy

Canyon Heights respects your privacy. For information regarding what information Canyon Heights collects from you and how Canyon Heights uses and shares it, please see our  Privacy Policy.

1.11       Canyon Heights 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.

  1. 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:

  1. you will only use the SavvyTribe® Platform in full compliance with all applicable laws and these Terms; and
  1. 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:
  1. distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the SavvyTribe® Platform in any unauthorized manner;
  1. 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;
  • harvest or scrape any content or data from the SavvyTribe® Platform;
  1. remove or alter any copyright or other proprietary rights notice or restrictive rights legend contained or included in the SavvyTribe® Platform;
  1. 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);
  1. 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;
  • circumvent any functionality that controls access to or otherwise protects the Platform; or
  • 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;
  1. 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);
  1. Your address, telephone number, and email address;
  1. 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;
  1. 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;
  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright allegedly infringe

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.

  1. 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 and Work Product

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 Organization, including any Organization Materials and Work Product. Canyon Heights reserves the right to delete your Workspace and all data therein thirty (30) days after the end of the associated Project. For the purposes of these Terms, “Organization Materials” means the instructions, materials, and information that Organization provides to you in connection with a particular Service Contract, and any intellectual property rights contained therein.

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:

  1. comply with legal process, applicable laws or government requests;
  1. enforce these Terms;
  1. respond to claims that any of your Content violates the rights of third parties; or
  1. 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:

  1. constitutes protected health information under the Health Information Portability and Accountability Act;
  1. infringes any intellectual property, proprietary, contractual or privacy rights of any party;
  1. constitutes material, non-public information the disclosure of which would be in violation of securities laws;
  1. 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;
  1. 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;
  1. is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or
  1. 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 ki 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.
  1. FEES AND PAYMENT

Canyon Heights collects fees for each Project that is completed on the SavvyTribe® Platform. When you submit a bid for a Project, Canyon Heights will display the amount of any fees that Canyon Heights will deduct from the bid amount prior to disbursing payment to you. 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.

4.1          Disbursements

Canyon Heights functions as the payment processor for amounts Organizations pay for your Services on the SavvyTribe® Platform, and Canyon Heights will automatically disburse funds to you in accordance with the payment terms under the applicable Service Contract. Unless otherwise agreed upon in the applicable Service Contract, all disbursements to you shall be made in Canadian dollars. In cases of fraud, abuse or violation of these Terms, Canyon Heights reserves the right to setoff against any amounts due to you via the SavvyTribe® Platform any damages or costs Canyon Heights incurs as a result of such fraud, abuse or violation.

4.3          Tax Reporting

Canyon Heights is a third-party processor, and pursuant to Section 6050W of the Internal Revenue Code, Canyon Heights will provide a 1099-K form to the US Internal Revenue Service for any Expert based in the United States who is paid over $20,000 through the SavvyTribe® Platform and participates in over 200 separate Projects in a single calendar year. Otherwise, Canyon Heights will have no responsibility for determining the necessity of or for issuing any US or foreign tax forms, or for determining, remitting, or withholding any type of taxes or similar levies applicable to Expert Fees and you will be solely responsible for determining whether you are required by applicable law to file any US or foreign tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the amounts Canyon Heights remits to you for Services, as well as filing any such tax forms and remitting any such taxes or charges to the appropriate US or foreign authorities.

4.4          Books and Records

During the time these Terms are in force, and for a period of three (3) years thereafter, you will create and maintain records to document compliance or non-compliance with these Terms and the terms of any Service Contract. You will, upon at least ten business days prior written request by Canyon Heights (a “Review Request”), make available to Canyon Heights and its auditors such records and provide reasonable cooperation to the extent necessary to verify the accuracy of the amounts owed and charged pursuant to these Terms and the terms of any Service Contract.

  1. CONFIDENTIALITY

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: (a) the identity of Organizations; (b) information about Projects; (c) information about any actual or potential business, investment or trading decisions, or transactions of any Organization; (d) the terms and conditions in all Service Contracts or other agreements executed with Organizations; (e) your Content; and (f) any other non-public or proprietary information of Canyon Heights or an Organization. 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.

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.

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.

  1. WARRANTY DISCLAIMER

CANYON HEIGHTS MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE 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.

  1. 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 REMITTED TO YOU BY 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.

  1. INDEMNIFICATION

You agree to indemnify and hold harmless 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:

  1. your use of the SavvyTribe® Platform;
  1. any Services you provide;
  1. Your Content; and
  1. your violation of these Terms.
  1. TERMINATION

9.1          Termination

Subject to your obligation to complete Services for which you are engaged, 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 1.8.

9.2          Survival

Sections 1.7, 1.8, 3.1, 3.3, 5, 6, 7, 8, 9.2, 10 and 11 of these Terms will survive any termination thereof.

  1. 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      Binding Arbitration

Any dispute or claim that remains unresolved after the informal dispute resolution described in Section 10.1, except for disputes relating to the infringement of Canyon Heights’s intellectual property rights or the access or use of the SavvyTribe® Platform in violation of these Terms (a “Claim”), will be resolved by binding arbitration, rather than in court, provided that you may assert Claims in small claims court located in Vancouver, British Columbia if your Claims qualify.

10.3       No Judge or Jury

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.

10.4       Arbitrator and Rules

The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.

10.5       Starting an Arbitration

To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following address: info@canyonheights.ca. Canyon Heights will send any notice of dispute to you at the email address you have registered with us.

 

10.6       Format of Proceedings

The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.

10.7       Fees

If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, Canyon Heights will pay all other AAA and arbitrator’s fees and expenses.

10.8       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.

10.9       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.

10.10    Enforcement

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods will have no applicability.

10.11    Invalidity

If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, 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.

10.12    Opting Out

If you do not want to arbitrate disputes with Canyon Heights and you are an individual, you may opt out of this arbitration agreement by sending an email to within thirty (30) days of the first of the date you access or use the SavvyTribe® Platform.

  1. 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       Entire Agreement

These Terms and the Schedules attached hereto 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.

11.3       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 the jurisdiction in which you reside.

11.4       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:

  1. by Canyon Heights via email (in each case to the email address that you provide when registering your account);
  1. a reasonably prominent posting on the SavvyTribe® Platform; or
  1. by you via email to info@canyonheights.ca.

11.5       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.

 

11.6       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.