Last Updated: March 17, 2022
Booksopen, 2761285 Ontario Inc., and their affiliates (“Booksopen”, “we”, “us” and “our”) offer a platform to help you advertise, market, sell, promote and offer your products and services online through the Booksopen mobile application and the Booksopen website at booksopen.app (the “Platform”).
The products, services, events, features, content, applications, technology, infrastructure, and software, that can be ordered, reserved, purchased, offered or made available on the Platform from time to time, are collectively referred to as the “Offerings.”
If you do not agree to these Terms or are not at least 18 years old, you are not permitted to access or use the Platform and please do not use the Platform.
b. Who is Bound by these Terms
“User”, “you” and “your” refers to you or the legal entity on whose behalf you are entering into these Terms. You represent that you have the power to bind yourself to these Terms or if you are entering into these Terms for a legal entity, such as a corporation, you represent to us that you have legal authority to bind that entity. You will ensure compliance with these Terms by each employee, representative, consultant, contractor or agent of the legal entity, if applicable, (each an individual User) who uses the Platform on your behalf or that creates an account associated with the legal entity (“Account”). For clarity, if you are an individual, sole proprietor or otherwise entering into these Terms in your personal capacity, you are an individual User and are also responsible for any employee, representative, consultant, contractor or agent acting on your behalf.
While you may access the Offerings through another application, such as an application with which the Platform is integrated, these Terms nonetheless applies to your use of the Offerings.
c. Updates and Changes to These Terms
We reserve the right in our sole discretion to amend these Terms from time to time by publishing an amended version of these Terms. All such amendments are effective immediately when published and apply to your continued access to and use of the Platform. Your continued access to and use of the Platform will be your acceptance of any such amendments.
If any change to the Terms is unacceptable to you, you agree not to use the Platform and to end the cooperation between you and Booksopen. Booksopen will provide notice of any material changes to the Terms by posting changes within the Platform or by sending you an email notification, or by similar means.
We reserve the right in our sole discretion to modify any part of the Platform at any time for any reason, or no reason, including by changing, withdrawing or terminating, limiting or expanding the Platform or any features or functionalities on the Platform, without any notice or liability to you.
a. Your Relationship with Us
To the extent you use the Platform to advertise, market, sell, promote and offer your Offerings, you and we are independent contractors, and nothing in these Terms will be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between us and you. We are neither an auctioneer, nor an intermediary between any buyer of your Offerings and you. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in the Terms.
The Term will not create an exclusive relationship between you and Booksopen, unless separately indicated. Nothing expressed or mentioned in or implied from the Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to the Terms. The Terms and all of the representations, warranties, covenants, conditions, and provisions of the Terms are intended to be and are for the sole and exclusive benefit of Booksopen, you, and relying Users or other affiliates.
b. No Endorsement
Our Platform does not constitute and should not be regarded as a recommendation or endorsement of the quality, service level, qualification or rating of any Offerings made available, except as explicitly indicated or set out otherwise.
Although we will use reasonable skills and care in providing the Platform, we will not verify if, and cannot guarantee that, all information is accurate, complete or correct, nor can we be held liable for any errors (including manifest and typographical errors), any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of our Platform or otherwise), inaccurate, misleading or untrue information or non-delivery of information or of any Offerings.
The Platform may contain paid content, promotions, advertisement by third parties and links to third party domains. We are not liable for the safety, accessibility or availability of such external domains or resources.
c. Updates and Changes to These Terms
In order to use the Platform, each User must register and create an Account with Booksopen and provide certain information, which may include a name, email address, login username and password (collectively, “ID”) and comply with our Community Guidelines. You are responsible for maintaining the confidentiality of the IDs and will not use the IDs of any third party, disclose your IDs to any third party or permit Users to share IDs. You are responsible for all activities, charges and liabilities made on or through your Accounts, whether authorized or unauthorized by you. If you suspect any unauthorized use with any Account or any use of an ID by anyone other than the applicable User, you must notify us immediately. You will ensure each of your Users provides correct and complete Account information at all times and you will inform us of any changes to the information your Users have provided.
Your information must be accurate, complete, and current, and you must ensure confidentiality of your login credentials. You may not impersonate someone else, create, claim or use an account for anyone but yourself, provide an email address other than your own, or create fake or multiple accounts.
Booksopen may at any time, without notice, deny creation of an Account or deny access to the Platform, including but not limited to if:
we have reasonable grounds to suspect a violation of the Terms or Community Guidelines;
the User does not meet an acceptable level of quality in their Offerings;
the User uses the image or name of another person or entity that they is not lawfully authorized for use;
the User exhibits any behavior or posts any content that otherwise offensive, vulgar or obscene; or
the User does not deliver sufficient quality in their Offerings as determined by Booksopen in our sole discretion from time to time.
You are responsible for all activities related to your Account. If you believe there is a risk of breach of security or unauthorized use of your Account or of the Platform, please immediately contact us at email@example.com.
a. Platform Fees
You will pay any fees set out charged by us in connection with the Offerings or use of the Platform (“Fees”). All Fees are non-cancellable and non-refundable, unless otherwise noted. You are not entitled to any refund in the event of unused Offerings, including where the Offerings are cancelled or modified for any reason, unless otherwise noted.
All Fees, expenses and other amounts payable to Booksopen under these Terms are exclusive of any sales, use, value added, excise, or other applicable taxes, tariffs or duties (“Taxes”), payment of which will be your sole responsibility, even if such amounts are not listed explicitly. You will promptly reimburse Booksopen for any Taxes that we pay on your behalf, unless you provides satisfactory documentation that such Taxes are not applicable to you.
If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
“Content” mean information posted, uploaded, displayed, shared, transmitted to other Users or otherwise made available on the Platform, included but not limited to designs, text, information, images, photos, graphics, audio, video, location data, and all other forms of data or communication, suggestions, ratings, guest reviews, comments, ideas, improvements, feedback or materials provided to us in connection with or related to the Platform, any related technology, Offerings, etc. Content may be generated by User or by Booksopen.
a. User Responsible for Consent to Content
Your Content may be protected by privacy, copyright, trademark, patent, trade secret and other laws. In posting any Content to the Platform, you represent and warrant that you have obtained all rights to use Content. You are responsible for and we rely on you for obtaining all necessary consents, licenses and waivers required to use the Platform, and for rights to use your Content on the Platform. These may include consents (including consents from individuals under privacy and data protection laws), licenses and waivers from copyright, trademark and other intellectual property owners, and any other individuals involved in creating your Content.
b. Content Restrictions
We do not own or endorse the Content that is uploaded by any User. The truthfulness, validity and right to use of all Content is assumed by the User who uploaded it and is not the responsibility of Booksopen. We disclaim all responsibility and liability for all User-generated Content. The User who uploads the Content warrants that it does not:
violate our Community Guidelines
contain any viruses, Trojan horses or infected files
contain any pornographic, illegal, obscene, insulting, objectionable or inappropriate material
infringe any third party (intellectual property right, copyright or privacy) rights
contain personal information unless the User has obtained consent from the relevant individual(s)
promote illegal activities (e.g. drugs, prostitution).
contains graphic or gratuitous violence
conveys a message of hate against any individual or group
contain child pornography
exhibit predatory behavior, or is submitted for the purpose of harassment or bullying
include highly repetitive and/or unwanted including “Spam” messages
constitute or promote information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
violate or attempt to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.
Any Content that does not meet the aforesaid criteria will not be posted and/or can be removed/deleted by Booksopen at any time and without prior notice. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending content without prior notice, terminating or suspending your Accounts or access to the Platform and/or reporting such content or activities to law enforcement authorities.
You accept full legal and moral responsibility of any and all legal claims that are made by any third parties (including, but not limited to, accommodation owners) due to publishing and use of your Content on the Platform.
Ownership and License
We owns and retains all title, interest and right, including all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world in and to the Content generated by Booksopen.
You grant Booksopen a non-exclusive, worldwide, irrevocable, unconditional transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute any Content generated or owned by you on the Platform, subject to any third party rights.
As part of your Offerings or your use of the Platform, you may be required or permitted to display trademarks owned or licensed by us (“Booksopen Marks”). You are authorized to display the Booksopen Marks for the sole purpose of indicating that you use Booksopen’s Platform and must do so in accordance with any guidelines made available by us from time to time. The goodwill from such use will automatically accrue to Booksopen. We may, on reasonable notice to you, inspect the goods and services offered by you for compliance with these Terms.
You will not do any of the following or permit anyone else to do the following, and will prevent any of your Users from doing the following:
license, sub-license, sell, transfer, distribute or share the Content generated by Booksopen or make any of them available for access by third parties;
create derivative works based on or otherwise modify the Content generated by Booksopen;
disassemble, reverse engineer or decompile the Platform or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform or any software, documentation or data related to or provided with the Platform;
access the Platform or Content generated by Booksopen in order to develop a competing product or service;
remove or modify a copyright or other proprietary rights notice on or in the Platform or documentation;
use a computer or computer network to cause physical injury to the property of another;
violate any applicable federal, provincial, local or international statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity (“Applicable Law”);
disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Platform;
include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Platform;
cause a computer to malfunction, regardless of how long the malfunction persists;
alter, disable, or erase any computer data, computer programs or computer software without authorization;
interfere with, disrupt or undermine the security or the operation of the Platform; or
interfere with, disrupt or undermine anyone’s use or enjoyment of the Platform.
You grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to anonymize and aggregate metrics and data related to your Content and all other use of the Platform (“Anonymized Aggregated Data”), provided that the Anonymized Aggregated Data cannot be used to identify you or your customers, personnel or any other identifiable individual.
You agree that we: (i) have full ownership over Anonymized Aggregated Data; (ii) have a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to create derivative works and extract information from Anonymized Aggregated Data; (iii) may use Anonymized Aggregated Data to deliver, modify, update, correct and improve the Platform or for any other purposes; and (iv) may disclose, sell and publish Anonymized Aggregated Data to any party through any means.
Compliance with Laws
a. Compliance with Laws
You represent and warrant that your use of the Platform will comply with all applicable laws. It is your responsibility to determine whether the Platform meets your obligations under any applicable law. Booksopen will not be liable if the Platform do not meet your requirements under applicable law.
b. Privacy, Data Protection and Anti-Spam Laws
Part of your compliance with applicable laws includes your compliance with privacy, data protection and anti-spam laws. You represent and warrant to Booksopen that:
You will ensure that data underlying your use of the Platform and your Content satisfies the requirements of applicable privacy and data protection laws.
You will obtain and maintain all necessary permissions and valid consents required to lawfully transfer data to Booksopen and to enable such data to be lawfully collected, processed, and shared by Booksopen for the purposes of providing the Offerings or as otherwise directed by you.
You will not use Booksopen to send electronic messages without the consent of the recipient, in all cases in compliance with anti-spam laws.
You acknowledge that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under privacy or data protection laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.
c. California Privacy Laws
To the extent any personal information you process in connection with your use of the Platform is subject to the California Consumer Privacy Act of 2018 (“CCPA”): (a) Booksopen is the service provider and User, or its affiliate, is the business; (b) Booksopen will not sell such personal information (as “sell” is defined in the CCPA); (c) Booksopen will not retain, use or disclose such personal information except to provide the Offerings (which may include us retaining backup copies for a reasonable period of time) or as otherwise set out in these Terms; (d) Booksopen will not retain, use or disclose such personal information outside of the direct business relationship between Booksopen and User; and (e) Booksopen certifies that it understands and will comply with the foregoing restrictions. Nothing in the foregoing restricts Booksopen from collecting, using or disclosing personal information where permitted or required by laws applicable to Booksopen.
a. Security Measures
Booksopen will implement appropriate technical and organizational measures to protect User Content (including personal information), taking into account the cost of implementation and the nature, context, scope and purposes of the processing. However, you understand that use of the Platform necessarily involves transmission of your data or your Content over networks that are not owned, operated or controlled by us, and we are not responsible for any of your data lost, altered, intercepted, copied or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.
The Platform is provided by us from data center facilities from which you have remote access via the internet, in conjunction with certain offline components provided by us under these Terms. We may use third party service providers to provide parts of the Platform from time to time, including data storage and processing, and you consent to us subcontracting these services to those third parties.
b. Security Breach
If you become aware of any security breach in the Platform, such as a loss or unauthorized use, disclosure of personal information in association with the services, you will promptly notify us. Booksopen will notify you without undue delay on learning of an incident involving any loss of or unauthorized access to or disclosure of any personal information provided to us by you. You will provide us with all reasonable assistance we request in the case of a security breach.
c. Maintenance and Repairs
Your access to Platform may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.
a. Third-Party Services
The Platform contains features or functionalities designed to interact and/or integrate with software, applications or services that are provided by third parties (“Third-Party Services”). To use these features or functionalities, you may be required to access or purchase Third-Party Services separate or via in-app purchases.
If you use, access or purchase Third-Party Services through the Platform, you do so at your own risk.
c. Sharing Third-Party Service Providers
If you access or purchase Third-Party Services, you grant: (i) us access to any accounts you have with such Third-Party Services and permission to share your data and Content with the Third-Party Service provider; and (ii) them permission to access or otherwise process your data and use your Content as required for the operation of the Third-Party Services. The Third-Party Service provider may import or export data related to your Accounts, activity and/or content and otherwise gather data from you and your customers. We are not responsible for disclosure, use, change to or deletion of your data and Content and will not be liable to you or any third party for access to your data or Content by Third-Party Services.
Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THAT WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, BOOKSOPEN DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES NOT SET OUT IN THE DOCUMENTATION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You shall indemnify, defend and hold harmless Booksopen and its affiliates, parents, subsidiaries, licensors and partners and our and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors and assigns (“Indemnified Entities”) from and against any claim, demand, or proceeding brought by a third party against Booksopen or its Indemnified Entities relating to (i) your Content or data; (ii) actual or alleged violation of these Terms; (iii) actual or alleged violations of applicable law, including any violations of your obligations of privacy to any person; or (iv) violations of your obligations to your customers.
Limitation of Liability
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL BOOKSOPEN, OR ITS INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR ANY: (I) LOSS OF USE, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES; (II) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; OR (III) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES. IN NO EVENT WILL BOOKSOPEN BE LIABLE FOR ANY THIRD-PARTY SERVICES, ACTIVITIES OF THIRD PARTIES, ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, THEFT OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM OR YOUR ACCOUNTS OR THE INFORMATION CONTAINED IN YOUR ACCOUNTS, INCLUDING YOUR CONTENT.
IN NO EVENT WILL BOOKSOPEN OR ITS INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THEIR SUBJECT MATTER, IN THE AGGREGATE, FOR AN AMOUNT EXCEEDING THE LOWER OF: (I) 100$ CAD; AND (II) THE FEES ACTUALLY PAID OR PAYABLE BY YOU TO BOOKSOPEN IN THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGES AROSE.
THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION APPLY NOTWITHSTANDING: (I) THE APPLICABLE LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, (II) WHETHER THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND (III) ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY.
Term and Termination
These Terms will commence on the date you, or any of your Users, first access the Platform and will terminate at the sole discretion of Booksopen, or when you cease your use of the Platform for 6 months, subject to your payment of any outstanding fees owed to Booksopen.
b. Suspension and Termination Rights
We reserve the right to immediately suspend your access to the Platform in our sole discretion, including where you breach these Terms or applicable law or fail to pay fees when due.
You hereby grant Booksopen a license to display, reproduce, and use your name and logo for promotional and marketing purposes.
a. Force Majeure
We will not be responsible for failure or delay in our performance under these Terms due to causes beyond our control, including labor disputes, strikes, wars, riots, terrorism, criminal acts of third parties, acts of God or governmental action.
b. Rights and Remedies
Except as expressly provided in these Terms, the rights and remedies of both parties are not exclusive and are in addition to any other rights and remedies provided by law or at equity.
c. Entire Agreement
These Terms represent the entire understanding between the parties with respect to the subject matter of these Terms.
d. Further Assurances
You will execute such documents and perform such acts as may be necessary to give full effect to these Terms.
e. Enurement and Assignment
You may not assign these Terms, nor any of the rights or obligations arising thereof, in whole or in part, to any third party, including as result of a change of control, or otherwise, without our prior written consent. These Terms are binding on and will endure to the benefit of the parties and their respective permitted successors and assigns. We may assign these Terms, in whole or in part, including any rights or obligations under these Terms, in our sole discretion.
f. Waiver and Severability
A waiver of any term of these Terms is effective only if it is in writing and signed by Booksopen and is not a waiver of any other term. If any term of these Terms is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect, invalidate or render unenforceable: (i) any other provisions in these Terms; or (ii) the same provision in any other jurisdiction.
In the event of any conflict between the main body of these Terms and other referenced documents, the main body of these Terms will govern.
h. Governing Law and Jurisdiction
These Terms are governed by and is to be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law rule in any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods. You will bring any action or proceeding arising from or relating to these Terms only in the courts located in Toronto, Ontario and you irrevocably submit to such exclusive jurisdiction and venue. Each party waives all rights it may have to a trial by jury in any legal proceeding arising out of or related to these Terms.
Nothing in these Terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
j. International Users
The Platform is controlled, operated and administered by Booksopen (or its licensees) from its offices within Canada and is not intended to subject Booksopen to the laws or jurisdiction of any state, country or territory other than those of Canada. Those who choose to access the Platform do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to Canadian export controls and are responsible for any violations of such controls, including without limitation any Canadian embargoes or other federal rules and regulations restricting exports. Additional charges such as customs, fees, taxes, and import duties are your responsibility. We may limit the availability of the Platform, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
In these Terms: (i) the words “include”, “includes” and “including” are not limiting; (ii) the word “or” is not exclusive; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (iv) headings and captions are not considered part of the Terms but are for convenience only.
If you have any questions about these Terms or if you wish to provide any feedback with respect to the Platform, please contact us at: firstname.lastname@example.org.