PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.
These Terms and Conditions (the “Terms and Conditions”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “You”, “Your”, “your”, “user” or “User”) and Syzl Inc., and its licensors and affiliates (collectively, “We”, “we”, “Us”, “us”, “Our”, “our” or “Syzl”). Syzl makes available a cloud-based software and platform that provides a conduit and portal for connecting kitchen hosts and food makers (collectively, the “Platform”), which is made available though our website located at the domain http://syzl.io/ (the “Website”) or for download for use as mobile application software. These Terms and Conditions also apply to any and all services made available through the Platform including providing an online community forum and social networking features (the “Services”). Your access to and use of the Services offered by Syzl is expressly conditioned on your acceptance without modification of the following Terms and Conditions
Syzl may modify, supplement or amend these Terms and Conditions at its sole discretion. If so, you will be notified the next time you use the Platform, and given an opportunity to accept the modifications. Your continued use of the Platform will be evidence that you acknowledge and agree to be bound by the modified Terms and Conditions. If you do not accept the modifications, you are no longer entitled to use the Platform.
The Services (as defined herein), Platform, and our Website are available only to, and may only be used by persons who can enter into legally binding contracts under applicable law. Without limiting the foregoing, the Services, Platform, and our Website are not available to minors.
- Use of the Platform – Subject to all of the terms and conditions of these Terms and Conditions, Syzl grants you a limited, non-exclusive, non-transferable and personal license to access and use the Platform and have an object code version of the software Platform reproduced on your computer or other applicable device (i.e., mobile device, if applicable), solely to support User’s use of the Services and Platform and otherwise in accordance with the documentation and these Terms and Conditions, provided you have created an account through the Platform by registering to use the Platform (an “Account”) or have signed in as a guest and are in compliance with these Terms and Conditions. In these Terms and Conditions, reference to “Users” herein shall include both Users who subscribe to and register an Account through the Platform and Users who do not register through the Platform.
You agree to provide accurate, current, and complete information required to register or create an Account, and whatever information relating to You is required in connection with the Website, the Platform, and/or the Services (the “Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Syzl may terminate your right to access and/or use any or all of the Site, the Platform, and/or the Services, or your Account, if any information you provide is false, inaccurate or incomplete. You agree that Syzl may store and use the Registration Data you provide for use in maintaining and managing your Account.
- Copyright Laws – All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the Services and Platform, and the Syzl software, product concept, including but not limited to all text, data, computer code, algorithms, and information, are all owned by Syzl or its licensors or content suppliers. The Platform and all content included on the Platform is the property of Syzl or its licensors or content suppliers and protected by Canadian and international copyright laws. You agree not to permit access to the Platform to others, and not to publish, reproduce, sublicense or modify any content appearing on the Platform for any purpose without the prior written consent of Syzl.
- Syzl Software-as-a-Service (SaaS) – The Platform facilitates Services including the electronic exchange of information between Users for connecting kitchen hosts and food makers. Users acknowledge that this information exchange is between Users, and that the Platform provides efficient exchange of information. Syzl does not act as approver of applications submitted by food maker Users or act agent for placement of food makers with kitchen host Users, but provides the Platform as a conduit to connect food maker Users and kitchen host Users for the purposes of the Services. The Services and these Terms and Conditions shall in no way alter the obligations and liability that each of the Users have to one another.
- Security Measures – You will implement and maintain appropriate protection in relation to the security and control of access to your computer through which you access the Platform, and that you will prevent the introduction to the Platform of computer viruses or other similar harmful or inappropriate materials, devices, information or data. You assume all risks associated with the use and storage of information on your personal computer or on any other computer through which you access the Platform.
- Access at Sole Discretion of Syzl – In its sole discretion and for any reason, in addition to any other rights or remedies available to Syzl and without any liability whatsoever, Syzl at any time and without notice may terminate or restrict your access to the Platform and any component of the Platform.
- Compensation and Payment Terms – The Services and the provision thereof
by Syzl are provided pursuant to the following Terms and Conditions:
- All fees, compensation, and other charges payable are exclusive of all taxes, information charges, governmental fees, and similar levies payable in or to any jurisdiction or authority.
- Syzl may suspend the Services if the User’s account is not kept current by the User, with up to date address, payment, and contact information. Any such suspension of Services will not give rise to any right of termination by the User nor any claim by the User for breach of Syzl’s obligations under these Terms and Conditions.
- Users may provide their credit card information, and by agreeing to prepare or submit applications or seeking placements through the Platform and Services and providing the User’s credit card information, the User hereby authorizes Syzl (or its designee) to charge the User credit card for all fees incurred in accordance with the applicable Services, where applications are prepared or submitted through the Platform on a per-use basis.
- Payments for the purchase of Syzl’s Services may be processed through Stripe, at Syzl’s discretion. For more information on Stripe’s security practices, please see https://stripe.com/us/checkout/legal
- Foreign Transaction Fees – User acknowledges that for certain credit cards, the issuer of User’s credit card may charge a foreign transaction fee or other charges, and User shall be responsible for any such foreign transaction fees.
- Changing Credit Card Information – At any time, the User may change their credit card information by entering updated credit card information via the User’s Account page made available through the Platform.
- Nature of Engagement – Syzl makes available the Platform and Services as an independent contractor. Nothing contained in these Terms and Conditions shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the User and Syzl. Syzl shall neither act or purport to be acting as the legal agent of the User, nor enter into any agreement on behalf of the User, or, otherwise bind or purport to bind the User, or cause the User to incur liability in any manner whatsoever.
- Access to Services – Each User may access and use the Platform and Services solely for its own benefit or the benefit of its organization, and in accordance with these Terms and Conditions. Use of and access to the Platform and Services is permitted only by the User who registers the Account (or registers as a Guest to use the Platform, if applicable), and such registration is not transferable. User IDs and passwords are granted to individual, named persons and may not be shared. Each User shall keep its user ID and password information strictly confidential and not share such information with any other person, including any unauthorized person not authorized to access and use the Platform and Services. Where multiple persons in an organization use the Platform, each such person shall register separately as a User. Notwithstanding the foregoing, each User (and the User’s organization with which the User’s account is associated or registered, if applicable) will be responsible for any and all actions taken using the User’s Account through the Platform and the User’s user ID and password.
- Disclaimer – Except as expressly set out in these Terms and Conditions, the Platform and Services are provided “as is” and “as available”, without any other representations, warranties or conditions or guarantees, and Syzl disclaims and will not be bound by any other representations, warranties, conditions, or guarantees whatsoever in connection with the Services and your use and enjoyment thereof, whether express, implied or statutory, including, without limitation, any warranties of accuracy, timeliness, performance, completeness, merchantability, workmanlike quality, title, fitness for a particular purpose or any purpose, and non-infringement of any rights including intellectual property rights of any other party. Syzl provides the Services and Platform to connect kitchen host Users and food maker Users, and Syzl does not review, assess, process, or approve applications or placements. Syzl offers no representation, warranty, or guarantee that applications or placements will be approved. Without limiting the generality of the foregoing, Syzl makes no warranty that: (i) the Website, the Services, the Platform, or any content posted to the Platform will meet the User’s requirements; (ii) the Website, the Services, the Platform, or the content will be uninterrupted, timely, secure or error-free; (iii) the results that may be obtained from your use of the Website, the Services, the Platform, or the content will be accurate or reliable; (iv) the quality of any products, Services, information obtained by the User through the Website, the Services, the Platform, or the content will meet any particular User’s expectations; and (v) any errors in the Services and/or any software operating on the Website or the Platform will be corrected. Any material downloaded or otherwise obtained through the use of the Website, the Platform, or the Services is done at the User’s own discretion and risk. No advice or information, whether oral or written, obtained by the User from the Website or through or from the Platform and Services or the content shall create any warranty or condition not expressly stated in the terms. You acknowledge and agree: (i) that Syzl shall not be liable for any act or omission by any other third party; and (ii) that no agent, employee or representative of Syzl has any authority to bind Syzl to any representation, warranty, guarantee or assurance relating to the Services, the Platform, the content or these Terms and Conditions.
- Updates and Maintenance – Syzl may, at its sole discretion and on a scheduled basis or an emergency basis, provide updates and maintenance on the software, Platform, and/or the Services without notice. The software, Platform, and/or the Services may be unavailable while Syzl provides updates and maintenance on the software, Platform, and/or the Services.
- Inability to Perform – Certain events beyond our control may make it impossible or not commercially reasonable for Syzl to fulfill some or all of our obligations and Services under these Terms and Conditions. Syzl is not legally responsible to the User if any event beyond our control makes it impossible or not commercially reasonable for Syzl to fulfill some or all of our obligations and Services, and we will endeavour to resume our obligations and Services as soon as we reasonably can. These Terms and Conditions will otherwise remain in full effect.
- Service Availability – The User acknowledges that temporary interruptions, downtime, or lack of availability of the Platform and Services may occur from time to time as normal events. Further, the User acknowledges that Syzl may cease making any portion of the software, Services, or Platform available at any time and for any reason. Under no circumstances will Syzl or its suppliers be held liable for any damages or loss suffered or allegedly suffered by you due to such interruptions or lack of availability of the Syzl software, Services, or Platform.
- Security – Syzl uses commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or any data or personal information of Users. However, without limiting the generality of the disclaimers of warranties, representations, and liability set out in these Terms and Conditions, Syzl will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Syzl’s control.
- Exclusions and Limitations of Liability
- YOU AGREE THAT WE SHALL NOT, IN ANY EVENT, BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA AND/OR INFORMATION, LOST SAVINGS, OR OTHER EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR: (1) YOUR USE OR INABILITY TO USE THE PLATFORM, THE SERVICES, THE WEBSITE, OR ANY PART THEREOF; (2) SUSPENSION, LOSS OR INTERRUPTION OF THE PLATFORM AND/OR SERVICES; (3) LOSS OR LIABILITIES RESULTING FROM ACTS OR EVENTS BEYOND OUR CONTROL; (4) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODICATIONS TO DATA; OR (5) DAMAGES OR CONSEQUENCES ARISING FROM OR RELATED TO THE INAPPROPRIATE OR UNAUTHORIZED USE OF THE PLATFORM AND/OR THE SERVICES BY YOU OR ANY OTHER USER OF THE PLATFORM AND/OR THE SERVICES; WHETHER BASED ON CONTRACT, TORT, THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THOSE DAMAGES, AND REGARDLESS OF ANY FUNDAMENTAL BREACH HEREOF OR OF ANY OTHER AGREEMENT.
- Without limiting the foregoing, you acknowledge that in no event shall Syzl or any of its suppliers, affiliates, directors, officers, employees, agents or representatives be liable for any loss, damage, cost or injury, arising out of or relating to your use of or reliance upon (for any purpose) any advice or information posted or made available through the Platform, the Site, or the Services, whether by Syzl or any other users.
- OUR TOTAL, MAXIMUM AGGREGATE LIABILITY AND THE TOTAL, MAXIMUM AGGREGATE LIABILITY OF SYZL’S REPRESENTATIVES, ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G., CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) IS LIMITED TO TEN CANADIAN DOLLARS ($10 CAD).
- THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF THESE TERMS AND CONDITIONS, ANY ACCOUNT, OR YOUR ABILITY OR RIGHT TO USE THE PLATFORM, THE WEBSITE, AND/OR SERVICES. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE FOREGOING DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- Indemnification – The User shall indemnify Syzl from and against all losses, damages, costs and expenses, and save Syzl harmless from and against any and all claims, liabilities, demands, actions, causes of action, lawsuits and proceedings which may be made or brought against or suffered by Syzl, or which Syzl may suffer or incur as a result of, in respect of or arising out of, the User’s use of the Platform or Services, save and except for any claims, demands, actions, lawsuits or proceedings that arise specifically out of any fraudulent activities or wilful misconduct of Syzl.
- Termination – Syzl or the User may terminate these Terms and Conditions with thirty (30) days’ written notice to the other Party. Upon termination of these Terms and Conditions for any reason, Syzl will immediately stop providing Services and discontinue User’s access to the Platform, and User will immediately cease any and all use of the Services and Platform.
- User Cooperation – Each User shall be responsible for its own use of or failure to use the Services, and for the accuracy and completeness of all data and information provided to other Users of Syzl in connection with the use of the Platform and Services. Syzl will not be responsible or liable for, nor be considered to be in default under these Terms and Conditions for, any User’s delay or failure to perform any obligation under these Terms and Conditions. Syzl will also not be responsible or liable for any losses or damage arising from the User’s failure to provide timely cooperation and instructions to other Users or Syzl as reasonably required to enable other Users or Syzl to perform their respective obligations, including the User’s failure to: (i) provide accurate and complete information that is relevant to the Services in a reasonably timely manner; (ii) instruct other Users or Syzl in a reasonably timely manner; and (iii) cooperate with other Users or Syzl in any other manner as reasonably required to facilitate the exchange of information, or the receipt by User of approvals from other Users.
- Unacceptable Use – Each User hereby agrees that they and their employees,
agents, and representatives who use and access the Platform and Services will not:
- probe, scan, or test the vulnerability of any system or network used with the Platform or Services;
- decompile, reverse engineer, disassemble or hack or tamper with the Platform or Services, disable or circumvent any security or authentication measures of the Platform or Services, or attempt to gain or to grant any other person unauthorized access to the Platform or Services (or any portion thereof) or related systems, networks or data;
- modify or disable the Platform or Services or use the Platform or Services in any manner that interferes with or disrupts the integrity or performance of the Platform or Services or related systems, network or data;
- access or search the Platform or Services by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Platform or Services in any medium, including without limitation by any automated or non-automated “scraping”;
- copy, frameset, enclose or otherwise sell, distribute, transmit or broadcast any part of the Service, the Platform, the Syzl software, and the Website;
- modify or create any derivative work of any part of the Service, the Platform, the Syzl software, and the Website;
- disable, interfere with, or try to get around any of the features of the Service, the Platform, the Syzl software, and the Website related to security, preventing or restricting use or copying of any content, or enforcing the limits on the use of the Service, the Platform, the Syzl software, and the Website or the content on the Website; or
- use, export or re-export any content or any copy or adaptation of the Service, the Platform, the Syzl software, and the content of the Website in violation of any applicable laws or regulations, including, without limitation, data, privacy and export control laws and regulations;
- overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the Platform or Services that consumes extraordinary resources, such as by: (i) using “robots,” “spiders,” “offline readers” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or (ii) going beyond the use parameters for any given Service as described in its corresponding documentation;
- use the Platform or Services to generate or send unsolicited communications, advertising or spam, or otherwise cause Syzl to become impaired in its ability to send communications on its own behalf or on behalf of other Users;
- misrepresent yourself or disguise the origin of any data, content or other information you submit (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Syzl or any third party) or access the Platform or Services via another user’s account without their permission;
- use the Platform or Services to use, reproduce, distribute, or display content or material that is in a way that is pornographic, obscene, infringing, or defamatory in nature or that would be reasonably likely to bring any person or property into disrepute;
- use the Platform or Services to violate the privacy of others, or to collect or gather other users’ personal or confidential information (including account information) from our Platform or Services;
- systematically retrieve data or other content from the Platform or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
- use the Platform or Services to stalk, harass, bully or post threats of violence against others;
- use the Platform or Services to sell, promote or advertise products or services other than your own without appropriate authorization;
- use meta tags or any other “hidden text” including Syzl’s or our suppliers’ product names or trademarks; or
- permit or encourage anyone else to commit any of the actions above.
Without affecting any other remedies available to us, Syzl may permanently or temporarily terminate or suspend a User’s Account or access to the Platform and Services without notice or liability, if Syzl (in its sole discretion) determines that a User has violated any of these Terms and Conditions.
- Compliance with Laws – User agrees to comply with all applicable laws in its use of the Platform and Services. Without limiting the generality of the foregoing, User will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003, Canada’s Anti-Spam Legislation (CASL), or any other anti-spam laws and regulations.
- Proprietary Rights – The Platform, the Syzl software, and our Website
contains proprietary and confidential information that is protected by applicable intellectual
property and other laws and Syzl and its suppliers retain all right, title and interest (including
all copyright, trade secret, and other rights) in and to the Platform, the Syzl software, the
Website and all content which is included in the Website (other than user content, which remains the
property of the User who supplied it). You may not remove any copyright, watermark, author
information or other proprietary notices contained in the Service, the Platform, the Syzl software,
or the Website. If you provide feedback regarding the Platform, the Services or our Website, such as
recommendations for improvements or features (the “Feedback”), we have the right to use the Feedback
in any way. Any development, implementation, or improvement made using any of that Feedback is
owned by Syzl and may become part of the Service, the Platform, the Syzl software, and/or our
Website, without any compensation to you. We reserve all rights in and to the Service, the Platform,
the Syzl software, the Website, or Content provided on or through the Website.
All brand, product and service images, logos and names used in the Service, the Platform, the Syzl software, and the Website that identify Syzl, our suppliers, Users, and our or their proprietary products and services, are the trademarks or service marks of Syzl, our suppliers or our Users. Nothing in the Service, the Platform, the Syzl software, or the Website shall be deemed to confer on any person any license or right on the part of Syzl or such supplier with respect to any such image, logo or name.
- Successors and Assigns – All of the provisions of these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective lawful successors and permitted assigns.
- Jurisdiction – These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Alberta and the courts of Alberta and shall have exclusive jurisdiction to entertain applications for injunctive relief and all other actions arising in connection herewith.
- Headings – Section headings are not to be considered a part of these Terms and Conditions and are not intended to be a full and accurate description of the contents hereof.
- Amendment and Waiver – No amendment, change or modification of these Terms and Conditions shall be valid unless in writing signed by the parties hereto. Waiver by one party hereto of breach of any provision of these Terms and Conditions by the other shall not operate or be construed as a continuing waiver.
- Notices – Notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the Canadian mail, certified or registered, postage prepaid, or by electronic mail provided that return receipt is requested and obtained, or facsimile, or as otherwise set out in these Terms and Conditions. You consent to receive communications from Syzl electronically. You agree that all agreements, notices, disclosures and other communications that Syzl provides to you to your contact information as provided in the submitted application or in registering for an Account.
- Survival – Any provision of these Terms and Conditions which expressly states that it is to continue in effect after termination or expiration of these Terms and Conditions, or which by its nature would survive the termination or expiration of these Terms and Conditions, shall do so, and Sections 9, 10, 15, 16, 22, and 28, together with all other provisions necessary for their interpretation and application, will survive the termination or expiration of these Terms and Conditions for any reason.
- Unenforceability of Provisions and Severability – If any one or more of the provisions of these Terms and Conditions shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from these Terms and Conditions, in which event these Terms and Conditions shall be construed as if such provision had never been contained herein and the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.
- Entire Understanding – These Terms and Conditions constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.
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