Please read these Terms of Service (“Terms” or this “Agreement”) carefully as they contain important information about your legal rights, remedies and obligations.
BY CLICKING TO ACCEPT THESE TERMS AND BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WAREMATCH SERVICE. THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND WAREMATCH ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 15 OF THESE TERMS).
These Terms constitute a legally binding agreement between you and Warematch Inc. (“WareMatch”) governing the use of the WareMatch website, including any subdomains thereof, and any other websites through which WareMatch makes its services available, mobile, tablet and other smart device applications, and application interfaces and all associated services (the “WareMatch Platform”) and the platform operated by WareMatch that enables Licensors to publish Listings (as such terms are defined below) and to communicate and transact directly with Licensees (as defined below) that are seeking to submit an Offer (as defined below) on a Listing and to enter into a Storage Agreement over a Premises (as such terms are defined below) (“WareMatch Service”).
The collection and use of personal information in connection with your access to and use of the WareMatch Service is described in the WareMatch Privacy Policy (“Privacy Policy”). The License Terms found on the WareMatch website (together with the Privacy Policy, the “WareMatch Policies”) are applicable to your use of the WareMatch Platform and are incorporated by reference into this Agreement.
Please contact WareMatch with any questions at info@warematch.com.
1.1 The WareMatch Service is an online platform that enables registered users (“Members”) to publish listings for spaces (“Listings”, and Members who publish Listings are “Licensors”) on the WareMatch Platform and to communicate and transact directly with Members that are seeking to lease the spaces described in such Listings (“Licensees”). Licensees may use the WareMatch Service to submit offers (“Offers”) to a Licensor to license the spaces described in a Listing (a “Premises”) and Licensors may accept such Offers. The WareMatch Platform further provides additional value added services including an order management system for managing goods under a Storage Agreement.
1.2 In their capacity as provider of the WareMatch Service, WareMatch does not own, create, sell, provide, control, offer, deliver, or supply any Listings. The Licensor alone is responsible for its Listings. When a Licensor accepts an Offer through the WareMatch Service, the Licensee and the Licensor are each agreeing to enter into a separate written agreement (a “Storage Agreement”) directly with each other, to which WareMatch is not a party. WareMatch is not and does not become a party to or other participant in any contractual relationship between Members.
1.3 WareMatch has no control over and does not guarantee, represent or warrant any of: (i) the existence, quality, safety, suitability, or legality of any Listings, (ii) the truth or accuracy of any Listing descriptions, or (iii) the performance or conduct of any Member or third party. WareMatch does not endorse any Member or Listing. Licensees should always exercise due diligence and care when deciding whether to enter into a Storage Agreement with a Licensor through the WareMatch Service, or communicate and interact with other Members, whether online or in person. Images in a Listing are intended only to indicate a photographic representation of a Premises at the time the photograph was taken and do not represent an endorsement by WareMatch respecting any Licensor or Listing.
1.4 A Licensee’s relationship with WareMatch is limited to being an independent, third‑party contractor, and not an employee, agent, joint venturer or partner of WareMatch for any reason, and a Licensee acts exclusively on its own behalf and for its own benefit, and not on behalf, or for the benefit, of WareMatch. WareMatch does not, and shall not be deemed to, direct or control a Licensee generally or in its performance under this Agreement.
1.5 In accordance with our Privacy Policy, to promote the WareMatch Platform and increase the exposure of Listings to Licensees, Listings and any text, photos, audio, video or other materials and information created by a Member (“Member Content”) may be displayed on other websites, in applications, within emails, and in online and offline advertisements.
1.6 In order to use the WareMatch Service, Members must have a computer with Internet access that can access the WareMatch Platform or a compatible mobile device enabled with any mobile application WareMatch may provide.
2.1 The Licensee represents and warrants that: (i) it has all requisite power, authority, capacity, rights, and licenses to enter into and perform this Agreement and to carry out the transactions contemplated herein; (ii) this Agreement constitutes legal, valid, and binding obligations, enforceable against it in accordance with its terms; (iii) the execution, delivery, and performance of this Agreement shall not result in a breach or violation of, or constitute a default under, any material agreement, lease, or instrument to which the Member is a party or by which its properties may be bound or affected; (iv) no suit, action, arbitration, or other legal or administrative proceeding is pending, or to its knowledge has been threatened, against the Member that would affect the validity or enforceability of this Agreement.
2.2 WareMatch reserves the right to make a Member’s access to and use of the WareMatch Service, or certain features of the WareMatch Service, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, the Licensee’s cancellation history or the Licensee’s history of making Offers.
2.3 WareMatch does not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws and in accordance with our Privacy Policy, WareMatch may, but has no obligation to (i) ask a Member to provide a form of government identification or other information or undertake additional checks designed to help verify the identity or background of a Member; or (ii) screen a Member against third party databases or other sources and request reports from service providers, including but not limited to credit agencies.
2.4 The Licensee represents and warrants to WareMatch that, in respect of any personal information that Licensee provides to WareMatch in connection with this Agreement, the Licensee will obtain all consents and will have provided all notices to all relevant individuals as required under applicable privacy laws.
2.5 The use of the WareMatch Service may be subject to separate policies, standards or guidelines.
3.1 WareMatch may change the WareMatch Service at any time. WareMatch may alter, suspend or discontinue the WareMatch Service in whole or in part, at any time and for any reason, without notice. The WareMatch Service may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
3.2 WareMatch reserves the right to modify these Terms at any time in accordance with this provision. If WareMatch makes changes to these Terms that WareMatch, in its sole discretion, considers material, the revised Terms will be emailed to the Licensee. WareMatch will also provide Licensees with notice of material modifications by email at least thirty (30) days before the date the revised Terms become effective. If a Licensee disagrees with the revised Terms, it may terminate this Agreement with immediate effect. WareMatch will inform the Licensees about their right to terminate the Agreement in the notification email. If a Licensee does not terminate this Agreement before the date the revised Terms become effective, its continued access to or use of the WareMatch Service will constitute acceptance of the revised Terms.
4.1 Licensees must register an account (“WareMatch Account”) to access and use certain features of the WareMatch Service, such as making an Offer or entering into a Storage Agreement.
4.2 A Licensee can register a WareMatch Account by completing the WareMatch Account registration form found on the WareMatch website or otherwise provided by WareMatch. The Licensee must provide accurate, current and complete information during the registration process and keep its WareMatch Account information up‑to‑date at all times by immediately notifying WareMatch of any changes.
4.3 The Licensee may not register more than one (1) WareMatch Account unless WareMatch authorizes it to do so. The Licensee may not assign or otherwise transfer its WareMatch Account to any other party.
4.4 Any username, password, or any other piece of information chosen by the Licensee, or provided by the Licensee as part of our security procedures (“Login Credentials”), must be treated as confidential, and the Licensee must not disclose it to any other person or entity. The Licensee is responsible for protecting its Login Credentials from unauthorized use, and the Licensee is responsible for all activity that occurs on its WareMatch Account (including, without limitation, financial obligations). The Licensee shall notify WareMatch immediately if it believes that its Login Credentials have been or may be used without its permission so that appropriate action can be taken. WareMatch is not responsible for losses or damage caused by a Licensee’s failure to safeguard its Login Credentials.
4.5 You hereby agree: (i) to receive communications, including emails, push notifications, mail and telephone calls, that are related to the WareMatch Service; (ii) that any communications from WareMatch may also include marketing materials from WareMatch or from third parties; and (iii) that any notices, agreements, disclosures or other communications that WareMatch sends to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by contacting WareMatch at info@warematch.com or selecting to unsubscribe as may be provided in the applicable correspondence.
5.1 The Licensor is solely responsible for setting all licensing fees (including any taxes if applicable) in respect of its Listing (the “Licensor Price”).
5.2 Warematch reserves the right, at its sole discretion, to increase the Licensor Price of any Listing. Any such price increases implemented by Warematch shall be for the benefit of Warematch and shall not result in additional compensation to the Licensor.
5.3 Warematch may, at its discretion, negotiate a price with a potential Licensee that is lower than the price set by the Licensor. Any such negotiated price shall be subject to the Licensor's acceptance. If the Licensor accepts the negotiated price, the Listing will be made available to the Licensee at this reduced rate.
5.4 When a Licensor accepts an Offer, the Licensee and Licensor acknowledge that they are entering into an agreement with one another, to which WareMatch is not a party. The Licensee agrees that upon acceptance of an Offer by a Storage Agreement, the Licensee will enter into a Storage Agreement with the Licensor to govern the Members’ obligations with respect to the Storage Agreement.
5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the WareMatch Platform, you hereby grant to WareMatch a non‑exclusive, worldwide, royalty‑free, irrevocable, perpetual, sub‑licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the WareMatch Platform, in any media or platform. Without limiting any other provision hereunder, insofar as Member Content (including verified images) includes personal information, such Member Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, WareMatch does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
5.6 You are solely responsible for all Member Content that you make available on or through the WareMatch Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the WareMatch Platform or you have all rights, licenses, consents and releases that are necessary to grant to WareMatch the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or WareMatch’s use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.7 WareMatch may, without prior notice, remove or disable access to any Member Content that WareMatch finds to be in violation of applicable law, these Terms, or otherwise may be harmful or objectionable to WareMatch, Members, third parties, or property.
5.8 Notwithstanding anything else in the Agreement or otherwise, WareMatch may monitor your use of the WareMatch Service and the WareMatch Platform and use data and information related to Member Content and your use of the WareMatch Service in an aggregate or de‑identified manner, including without limitation to compile statistical and performance information related to the provision and operation of the WareMatch Service and the WareMatch Platform and to test or improve operation of the WareMatch Service and WareMatch Platform. You agree that WareMatch may make such data and information publicly available, and use such information for any purpose, including without limitation as required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement, improvements to the WareMatch Services or WareMatch Platform and marketing, provided that such data and information does not identify you or your confidential information. WareMatch retains all intellectual property rights in such data and information.
5.9 We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). It is important to be aware of the following restrictions with regards to your Suggestions. If you send us any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.
5.10 Nothing contained on the WareMatch Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the WareMatch Service, the WareMatch Platform or any Member Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed thereon.
5.11 If you believe that any materials the WareMatch Service infringe your copyright, you may request that such materials be removed by emailing info@warematch.com. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on the WareMatch Platform; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. To protect the rights of copyright owners, we reserve the right to suspend your WareMatch Account and/or other user privileges, delete or disable content alleged to be infringing and/or terminate the WareMatch Account and/or other user privileges of a repeat infringer.
6.1 WareMatch reserves the right to implement a ratings system. Within a certain timeframe after entering into a Storage Agreement, Licensees and Licensors may be able to leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of WareMatch. Ratings and Reviews are not verified by WareMatch for accuracy and may be incorrect or misleading.
6.2 Ratings and Reviews by Licensees and Licensors must be accurate and may not contain any offensive or defamatory language.
6.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
6.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the WareMatch Platform together with other relevant information such as number of Storage Agreements, average response time, and other information.
7.1 Subject to meeting any additional requirements (such as completing any verification processes) set by WareMatch or the Licensor, a Licensee can submit an Offer for a Listing.
7.2 All applicable fees, including the licensing fees, a fee charged to a Licensee to prepare the Premises for the Storage Agreement (“Setup Fee”), a cash deposit held by the Licensor and/or a third party for the duration of the Storage Agreement (“Security Deposit”), any other fees (“Extra Fees”), and any applicable taxes will be presented to the Licensee (collectively, “Fees”).
7.3 Licensee may request lower Fees in their Offer. Such Fees may be accepted through the WareMatch Platform provided that all such Fees are greater than the Licensor Price.
7.4 Upon the date that an Offer is accepted by the Licensor, a legally binding agreement is formed between the Licensee and the Licensor, subject to the Storage Agreement entered into between the Licensee and the Licensor, and to any additional terms and conditions of the Licensor that apply, including any rules and restrictions specified in the Listing.
7.5 The Storage Agreement entered into between the Licensee and the Licensor must require the Licensee to comply with these Terms. The Storage Agreement must include all Fees agreed to by the Licensee and Licensor.
7.6 In consideration of your use of the WareMatch Service, Members may be required to pay a fee for each Storage Agreement and on all WareMatch transactions. The fees owed will be set forth in the WareMatch Service.
7.7 A Licensor and a Licensee who have entered into a Storage Agreement are responsible for any modifications made to the Storage Agreement.
7.8 In certain circumstances, WareMatch may decide, in its sole discretion, that it is necessary to cancel an Offer.
7.9 If a payment is made for services not delivered or a payment is made in error, such payment will be returned within five (5) business days from the time WareMatch is notified of the error or non-delivery. Users must notify WareMatch of any payment errors or non-delivery of services within thirty (30) days of the payment date to be eligible for a refund. WareMatch reserves the right to investigate any refund request to verify the legitimacy of the claim before processing any refund. Refunds will be issued using the original payment method unless otherwise agreed upon by the parties.
8.1 The Licensor is responsible for obtaining appropriate insurance for its Premises and it is the Licensor’s sole liability to determine the sufficiency of its insurance, including whether or not its insurance policy will cover the actions or inactions of the Licensee or its employees, agents, guests, invitees, contractors or subcontractors (“Users”) while using the Premises.
8.2 The Licensee is solely responsible for arranging insurance for its personal property against any and all risks and for its liability to and for its Users and it is the Licensee’s sole liability to determine the sufficiency of its insurance. The Licensee has the risk of damage, loss, theft or misappropriation with respect to any of its personal property and liability to and for its Users.
8.3 The Licensee agrees to waive any right of recovery against WareMatch and its directors, officers, and employees for any damage, loss, theft or misappropriation of the property under the Licensee’s control and any and all liability to and for its Users, including for injuries to the Licensee or its Users in or about the Premises. The Licensee agrees to indemnify and hold harmless WareMatch from and against any and all claims arising from the Licensee’s use of the Premises or from the Licensor’s or Licensee’s failure to keep the Premises in good condition and repair. All property in the Premises is understood to be under the Licensor’s control.
9.1 The Licensee is solely responsible for compliance with any and all applicable laws, rules, and regulations that may apply to the Licensee’s use of the WareMatch Service. In connection with the Licensee’s use of the WareMatch Service, the Licensee will not and will not assist or enable others to:
violate or infringe anyone else’s rights or otherwise cause harm to anyone, including breaching or circumventing any applicable laws or regulations, agreements with third‑parties, third‑party rights, WareMatch’s Terms of Service or the WareMatch Policies;
use the WareMatch Service for any commercial or other purposes that are not expressly permitted by this Agreement or in a manner that falsely implies WareMatch endorsement, partnership or otherwise misleads others as to the Licensee’s affiliation with WareMatch;
copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the WareMatch Service in any way that is inconsistent with WareMatch’s Privacy Policy or this Agreement or that otherwise violates the privacy rights of Members or third parties;
use the WareMatch Service in connection with the distribution of unsolicited commercial messages;
unless WareMatch explicitly permits otherwise, submit an Offer if the Licensee will not actually be using the Premises;
contact another Member for any purpose other than asking a question related to a Listing, a Storage Agreement or the Member’s use of the WareMatch Service, including, but not limited to, recruiting or otherwise soliciting any Member to join third‑party services, applications or websites, without prior written approval from WareMatch;
use the WareMatch Service to enter into a Storage Agreement independent of the WareMatch Service to circumvent any fees or for any other reason;
request, accept or make any payment for licensing, Setup Fees, Security Deposits, or Extra Fees outside of the payment processor to which WareMatch directs Members. If the Licensee does so, it acknowledges and agrees that it: (i) is in breach of this Agreement; (ii) accepts all risks and responsibilities for such payment, and (iii) holds WareMatch harmless from any liability for such payment;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or any other group that is protected by applicable law, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;
use, display, mirror or frame WareMatch’s name, any WareMatch trademark, logo or other proprietary information without WareMatch’s express written consent;
dilute, tarnish or otherwise harm the WareMatch brand in any way, including registering or using WareMatch or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to WareMatch domains, trademarks, taglines, or promotional campaigns;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by WareMatch or any of WareMatch’s providers or any other third party to protect the WareMatch Service;
take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of the WareMatch Service.
9.2 The Licensee acknowledges that WareMatch has no obligation to monitor the access or use of the WareMatch Service by any Member, but has the right to do so for (i) operating, securing and improving the WareMatch Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensuring Members’ compliance with this Agreement; (iii) complying with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; or (iv) any other purpose set forth in this Agreement. The Licensee agrees to cooperate with and assist WareMatch in good faith, and to provide WareMatch with such information and take such actions as may be reasonably requested by WareMatch with respect to any investigation undertaken by WareMatch or a representative of WareMatch regarding the use or abuse of the WareMatch Service.
9.3 If the Licensee believes that any other Member it interacts with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) the Licensee suspects of stealing from it, or (iii) engages in any other disturbing conduct, the Licensee shall immediately report such person to the appropriate authorities and then to WareMatch and include the police station and report number, if available. The Licensee agrees that any report it makes will not obligate WareMatch to take any action beyond that required by law, if any.
10.1 This Agreement will continue unless and until it is terminated in accordance with this Agreement.
10.2 The Licensee may terminate this Agreement at any time by sending WareMatch an email at info@warematch.com or by following the instructions on the WareMatch Platform for closing its WareMatch Account.
10.3 WareMatch may terminate this Agreement at any time for any reason or no reason, by giving the Licensee thirty (30) days’ notice via email to the Licensee’s registered email address.
10.4 WareMatch may immediately, upon notice to Licensee, terminate this Agreement or stop providing access to the WareMatch Service if (i) the Licensee has materially breached its obligations under this Agreement or any of the WareMatch Policies used by WareMatch in conjunction with this Agreement, (ii) the Licensee has violated applicable laws, regulations or third party rights, or (iii) WareMatch believes in good faith that such action is reasonably necessary to protect the personal safety or property of WareMatch, its Members, or third parties (for example, in the case of fraudulent behaviour of a Member).
10.5 If the Licensee (i) fails to comply with any applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, (ii) breaches this Agreement, WareMatch Policies, applicable laws, regulations, or third party rights, (iii) provides inaccurate, fraudulent, outdated or incomplete information during the WareMatch Account registration, Listing process or thereafter, (iv) WareMatch becomes aware of or has received complaints about the Licensee’s performance or conduct, (v) the Licensee has repeatedly revoked Offers without a valid reason, or (vi) WareMatch believes in good faith that such action is reasonably necessary to protect the personal safety or property of WareMatch, its Members, or third parties, or to prevent fraud or other illegal activity, WareMatch may take any of the following measures:
cancel any Offers;
limit the Licensee’s access to or use of the WareMatch Service;
temporarily or, in case of severe or repeated offenses, permanently suspend the Licensee’s WareMatch Account and stop providing access to the WareMatch Service.
In case of non‑material breaches and where appropriate, the Licensee will be given notice of any intended measure by WareMatch and an opportunity to resolve the issue to WareMatch’s reasonable satisfaction.
10.6 If the Licensee’s access to or use of the WareMatch Service has been limited, its WareMatch Account has been suspended, or this Agreement has been terminated by WareMatch, the Licensee may not register a new WareMatch Account or access and use the WareMatch Service through the WareMatch Account of another Member.
11.1 If the Licensee chooses to use the WareMatch Service, it does so voluntarily and at its sole risk. THE WAREMATCH SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON‑INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THE WAREMATCH SERVICE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY THE WAREMATCH SERVICE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11.2 The Licensee agrees that it has had whatever opportunity it deems necessary to seek independent legal advice, to investigate the WareMatch Service, laws, rules, or regulations that may be applicable to a Listing or a Storage Agreement and that it is not relying upon any statement whatsoever of law or fact made by WareMatch relating to a Listing or a Storage Agreement.
11.3 If WareMatch chooses to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, WareMatch disclaims warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
11.4 The Licensee agrees that Storage Agreements may carry inherent risk, and by entering into Storage Agreements, it voluntarily, freely and willfully assumes those risks, including risk of illness, bodily injury, disability, or death. The Licensee assumes full responsibility for the choices it makes before, during and after its entering into a Storage Agreement.
11.5 The foregoing disclaimers apply to the maximum extent permitted by law. The Licensee may have other statutory rights, however, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
12.1 The Licensee acknowledges and agrees that, to the maximum extent permitted by law, the entire risk arising out of its access to and use of the WareMatch Service, its Offers via the WareMatch Service, any Storage Agreement, or any other interaction it has with other Members whether in person or online remains with the Licensee.
NEITHER WAREMATCH NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WAREMATCH SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THIS AGREEMENT, (II) THE USE OF OR INABILITY TO USE THE WAREMATCH SERVICE, (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM THE LICENSEE COMMUNICATES, INTERACTS OR MEETS WITH AS A RESULT OF ITS USE OF THE WAREMATCH SERVICE, OR (IV) THE LICENSEE’S OFFERS OR STORAGE AGREEMENTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WAREMATCH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2 IN NO EVENT WILL WAREMATCH’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE LICENSEE’S USE OF THE WAREMATCH SERVICE INCLUDING, BUT NOT LIMITED TO, FROM THE MEMBER’S PUBLISHING OF ANY LISTINGS VIA THE WAREMATCH SERVICE, FROM THE MEMBER’S OFFERS VIA THE WAREMATCH SERVICE, OR FROM THE USE OF OR INABILITY TO USE THE WAREMATCH SERVICE AND IN CONNECTION WITH ANY STORAGE AGREEMENT OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE GREATER OF AMOUNTS THE LICENSEE HAS PAID OR OWES FOR STORAGE AGREEMENTS VIA THE WAREMATCH SERVICE AS A LICENSEE IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED CANADIAN DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WAREMATCH AND THE LICENSEE.
12.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13.1 The Licensee agrees to release, defend (at WareMatch’s option), indemnify, and hold WareMatch and its affiliates and subsidiaries, including but not limited to, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including, without limitation, legal fees on a solicitor and client basis, and accounting fees, arising out of or in any way connected with (i) the Licensee’s breach of this Agreement or WareMatch Policies, (ii) the Licensee’s use of the WareMatch Service, (iii) the Licensee’s interaction with any other Member or use of a Premises, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) a Storage Agreement, or (v) the Licensee’s breach of any laws, regulations or third party rights.
14.1 WareMatch will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond WareMatch’s reasonable control, including without limitation any delays or loss of availability of a Premises or a Storage Agreement.
15.1 Overview of Dispute Resolution Process. This Agreement provides for a two‑part dispute resolution process for Licensees: (i) an informal negotiation directly with WareMatch, and (ii) confidential arbitration before a single arbitrator. The arbitration will be conducted in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. and the seat and location of the arbitration will be in Montreal, Canada.
15.2 Pre‑Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, the Licensee and WareMatch each agree to notify the other party of the dispute or controversy between a Licensee and WareMatch, including any dispute or controversy arising out of or relating to this Agreement or the WareMatch Service, any WareMatch Policies, any interactions or transactions between a Licensee and WareMatch, or in respect of any legal relationship associated with or derived from this Agreement, including the validity, existence, breach, termination, construction, application or enforceability, or the rights, duties or obligations of a Licensee or WareMatch (“Dispute”) and attempt to negotiate an informal resolution to it first. If after a good faith effort to negotiate one party feels the Dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
15.3 Agreement to Arbitrate. The Licensee and WareMatch mutually agree that Disputes will be settled by binding individual arbitration. If there is a dispute about whether this agreement to arbitrate can be enforced or applies to the Dispute, the Licensee and WareMatch agree that the arbitrator will decide that issue.
15.4 Exceptions to Agreement to Arbitrate. The Licensee and WareMatch each agree that the following claims are exceptions to the agreement to arbitrate and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber‑attack); and (iii) small claims actions brought in the state court in which Licensee or WareMatch is located if such court has a small claims procedure and if such court is located in the United States.
15.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
15.6 Jury Trial Waiver. THE LICENSEE AND WAREMATCH ACKNOWLEDGE AND AGREE THAT EACH ARE WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
15.7 No Class Actions or Representative Proceedings. The Licensee and WareMatch acknowledge and agree that, to the fullest extent permitted by law, each are waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class‑wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless the Licensee and WareMatch both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class‑wide arbitration” waiver in this section is held unenforceable with respect to any Dispute, then the agreement to arbitrate will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this section is held unenforceable with respect to any Dispute, those waivers may be severed from this section and the Licensee and WareMatch agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in arbitration.
16.1 This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec and the federal laws of Canada.
16.2 The WareMatch Service may contain links to third‑party websites or resources that may be used by the WareMatch Service (“Third‑Party Services”) which may be subject to different terms and conditions and privacy practices, and the Licensee is responsible to review any such different terms and conditions and privacy practices. WareMatch is not responsible or liable for the availability or accuracy of such Third‑Party Services, or the content, products, or services available from such Third‑Party Services. Links to such Third‑Party Services are not an endorsement by WareMatch of such Third‑Party Services.
16.3 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, this Agreement constitutes the entire agreement between WareMatch and the Licensee pertaining to the subject matter hereof and supersedes any and all prior oral or written understandings or agreements between WareMatch and the Licensee in relation to the access to and use of the WareMatch Service.
16.4 No joint venture, partnership, employment, or agency relationship exists between the Licensee and WareMatch as a result of this Agreement or the Licensee’s use of the WareMatch Service.
16.5 If this Agreement provides professional information or recommendations (for example, legal, insurance, financial or real estate), such information is for informational purposes only and should not be construed as professional advice. No decision or other action should be made on the basis of such information and no fiduciary or other privileged relationship exists between the Licensee and WareMatch.
16.6 This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the parties.
16.7 If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
16.8 WareMatch’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by WareMatch in writing. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise permitted under law.
16.9 The Licensee may not assign, transfer or delegate this Agreement and its rights and obligations hereunder without WareMatch’s prior written consent. WareMatch may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. The Licensee’s right to terminate this Agreement at any time remains unaffected.
16.10 Any notices or other communications from Licensee to WareMatch as required hereunder by WareMatch must be sent by email to the WareMatch General Email at info@warematch.com. Any notices or other communications permitted or required hereunder by WareMatch to Licensees, including those regarding modifications to this Agreement, will be in writing and given by WareMatch in its sole discretion via email or regular mail. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. WareMatch is not responsible for any automatic filtering the Licensee or its network provider may apply to email notifications WareMatch sends to the email or physical address provided in the Licensee’s WareMatch Account information.
16.11 Any notices or other communications between Members as permitted and required hereunder by WareMatch must be sent by email to an email address provided by WareMatch or by other method of communication as agreed to by the relevant Members.
16.12 If this Agreement is terminated for any reason, the clauses of this Agreement that reasonably should survive termination of this Agreement will remain in effect.
16.13 The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.
16.14 Unless the context of this Agreement clearly requires a different interpretation or construction, all references to the singular shall also include the plural and vice versa.
16.15 The WareMatch Service is intended for use solely in Canada or the United States of America. WareMatch makes no claims that the WareMatch Service are appropriate for use outside of such countries.
16.16 The parties hereto have required that this Agreement be drawn in the English language, and that the English language version shall control over all translations thereof. If Licensee is located in Quebec, the following sentence shall apply: Les parties conviennent que cette entente ainsi que tout document accessoire soient rediges en anglais.
Please read these Terms of Service (“Terms” or this “Agreement”) carefully as they contain important information about your legal rights, remedies and obligations.
BY CLICKING TO ACCEPT THESE TERMS AND BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WAREMATCH SERVICE. THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND WAREMATCH ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 15 OF THESE TERMS).
These Terms constitute a legally binding agreement between you and Warematch Inc. (“WareMatch”) governing the use of the WareMatch website, including any subdomains thereof, and any other websites through which WareMatch makes its services available, mobile, tablet and other smart device applications, and application interfaces and all associated services (the “WareMatch Platform”) and the platform operated by WareMatch that enables Licensors to publish Listings (as such terms are defined below) and to communicate and transact directly with Licensees (as defined below) that are seeking to submit an Offer (as defined below) on a Listing and to enter into a Storage Agreement over a Premises (as such terms are defined below) (“WareMatch Service”).
The collection and use of personal information in connection with your access to and use of the WareMatch Service is described in the WareMatch Privacy Policy (“Privacy Policy”). The License Terms found on the WareMatch website (together with the Privacy Policy, the “WareMatch Policies”) are applicable to your use of the WareMatch Platform and are incorporated by reference into this Agreement.
Licensors alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to its Listings and Storage Agreements. Licensors alone are responsible for identifying and obtaining any required licenses, permits, or registrations for any Storage Agreements they enter. Certain types of Storage Agreements may be prohibited altogether. Penalties may include fines or other enforcement. If Licensors have questions about how any restrictions or local laws may apply to its Listings and Storage Agreements on the WareMatch Service, Licensors should always seek legal guidance. For certainty, WareMatch will have no liability or responsibility whatsoever for any Licensor’s failure to comply with the obligations in this paragraph.
Please contact WareMatch with any questions at info@warematch.com.
1.1 The WareMatch Service is an online platform that enables registered users (“Members”) to publish listings for spaces (“Listings”, and Members who publish Listings are “Licensors”) on the WareMatch Platform and to communicate and transact directly with Members that are seeking to lease the spaces described in such Listings (“Licensees”). Licensees may use the WareMatch Service to submit offers (“Offers”) to a Licensor to rent the spaces described in a Listing (a “Premises”) and Licensors may accept such Offers. The WareMatch Platform further provides additional value added services including an order management system for managing goods under a Storage Agreement.
1.2 In their capacity as provider of the WareMatch Service, WareMatch does not own, create, sell, provide, control, offer, deliver, or supply any Listings. The Licensor alone is responsible for its Listings. When a Licensor accepts an Offer through the WareMatch Service, the Licensee and the Licensor are each agreeing to enter into a separate written agreement (a “Storage Agreement”) directly with each other, to which WareMatch is not a party. WareMatch is not and does not become a party to or other participant in any contractual relationship between Members.
1.3 WareMatch has no control over and does not guarantee, represent or warrant any of: (i) the existence, quality, safety, suitability, or legality of any Listings, (ii) the truth or accuracy of any Listing descriptions, or (iii) the performance or conduct of any Member or third party. WareMatch does not endorse any Member or Listing. Licensees should always exercise due diligence and care when deciding whether to enter into a Storage Agreement with a Licensor through the WareMatch Service, or communicate and interact with other Members, whether online or in person. Images in a Listing are intended only to indicate a photographic representation of a Premises at the time the photograph was taken and do not represent an endorsement by WareMatch respecting any Licensor or Listing.
1.4 A Licensor’s relationship with WareMatch is limited to being an independent, third‑party contractor, and not an employee, agent, joint venturer or partner of WareMatch for any reason, and a Licensor acts exclusively on its own behalf and for its own benefit, and not on behalf, or for the benefit, of WareMatch. WareMatch does not, and shall not be deemed to, direct or control a Licensor generally or in its performance under this Agreement specifically, including in connection with a Licensor’s provision of Premises through Storage Agreements. A Licensor hereby acknowledges and agrees that it has complete discretion whether to list a Premises, enter into a Storage Agreement or otherwise engage in other business or employment activities.
1.5 In accordance with our Privacy Policy, to promote the WareMatch Platform and increase the exposure of Listings to Licensees, Listings and any text, photos, audio, video or other materials and information created by a Member (“Member Content”) may be displayed on other websites, in applications, within emails, and in online and offline advertisements.
1.6 In order to use the WareMatch Service, Members must have a computer with Internet access that can access the WareMatch Platform or a compatible mobile device enabled with any mobile application WareMatch may provide.
2.1 The Licensor represents and warrants that: (i) it has all requisite power, authority, capacity, rights, and licenses to enter into and perform this Agreement and to carry out the transactions contemplated herein; (ii) this Agreement constitutes legal, valid, and binding obligations, enforceable against it in accordance with its terms; (iii) the execution, delivery, and performance of this Agreement shall not result in a breach or violation of, or constitute a default under, any material agreement, lease, or instrument to which the Member is a party or by which its properties may be bound or affected; (iv) no suit, action, arbitration, or other legal or administrative proceeding is pending, or to its knowledge has been threatened, against the Member that would affect the validity or enforceability of this Agreement.
2.2 WareMatch reserves the right to make a Member’s access to and use of the WareMatch Service, or certain features of the WareMatch Service, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, the Licensor’s cancellation history or the Licensor’s history of accepting Offers.
2.3 WareMatch does not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws and in accordance with our Privacy Policy, WareMatch may, but has no obligation to (i) ask a Member to provide a form of government identification or other information or undertake additional checks designed to help verify the identity or background of a Member, including but not limited to articles of incorporation and proof of signatory; or (ii) screen a Member against third party databases or other sources and request reports from service providers, including but not limited to credit agencies.
2.4 The Licensor represents and warrants to WareMatch that, in respect of any personal information that Licensor provides to WareMatch in connection with this Agreement, the Licensor will obtain all consents and will have provided all notices to all relevant individuals as required under applicable privacy laws.
3.1 WareMatch may change the WareMatch Service at any time. WareMatch may alter, suspend or discontinue the WareMatch Service in whole or in part, at any time and for any reason, without notice. The WareMatch Service may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
3.2 WareMatch reserves the right to modify these Terms at any time in accordance with this provision. If WareMatch makes changes to these Terms that WareMatch, in its sole discretion, considers material, the revised Terms will be emailed to the Licensor. WareMatch will also provide Licensors with notice of material modifications by email at least thirty (30) days before the date the revised Terms become effective. If a Licensor disagrees with the revised Terms, it may terminate this Agreement with immediate effect. WareMatch will inform Licensors about their right to terminate the Agreement in the notification email. If a Licensor does not terminate this Agreement before the date the revised Terms become effective, its continued access to or use of the WareMatch Service will constitute acceptance of the revised Terms.
4.1 Licensors must register an account (“WareMatch Account”) to access and use certain features of the WareMatch Service, such as publishing a Listing, accepting an Offer or entering into a Storage Agreement.
4.2 A Licensor can register a WareMatch Account by completing the WareMatch Account registration form found on the WareMatch website or otherwise provided by WareMatch. The Licensor must provide accurate, current and complete information during the registration process and keep its WareMatch Account information up‑to‑date at all times by immediately notifying WareMatch of any changes.
4.3 The Licensor may not register more than one (1) WareMatch Account unless WareMatch authorizes it to do so. The Licensor may not assign or otherwise transfer its WareMatch Account to any other party.
4.4 Any username, password, or any other piece of information chosen by the Licensor, or provided by the Licensor as part of our security procedures (“Login Credentials”), must be treated as confidential, and the Licensor must not disclose it to any other person or entity. The Licensor is responsible for protecting its Login Credentials from unauthorized use, and the Licensor is responsible for all activity that occurs on its WareMatch Account (including, without limitation, financial obligations). The Licensor shall notify WareMatch immediately if it believes that its Login Credentials have been or may be used without its permission so that appropriate action can be taken. WareMatch is not responsible for losses or damage caused by a Licensor’s failure to safeguard its Login Credentials.
4.5 You hereby agree: (i) to receive communications, including emails, push notifications, mail and telephone calls, that are related to the WareMatch Service; (ii) that any communications from WareMatch may also include marketing materials from WareMatch or from third parties; and (iii) that any notices, agreements, disclosures or other communications that WareMatch sends to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by contacting WareMatch at info@warematch.com or selecting to unsubscribe as may be provided in the applicable correspondence.
5.1 When creating a Listing through the WareMatch Service, the Licensor must (i) provide complete and accurate information about the Premises (such as description, location, square footage, amenities, and calendar availability), (ii) disclose any deficiencies and restrictions, and (iii) provide any other pertinent information requested by WareMatch. The Licensor is responsible for keeping its Listing information up‑to‑date at all times by immediately notifying WareMatch of any changes.
5.2 The Licensor is solely responsible for setting all licensing fees (including any taxes if applicable) in respect of its Listing (the “Licensor Price”).
5.3 Warematch reserves the right, at its sole discretion, to increase the Licensor Price of any Listing. Any such price increases implemented by Warematch shall be for the benefit of Warematch and shall not result in additional compensation to the Licensor.
5.4 Warematch may, at its discretion, negotiate a price with a potential Licensee that is lower than the price set by the Licensor. Any such negotiated price shall be subject to the Licensor's acceptance. If the Licensor accepts the negotiated price, the Listing will be made available to the Licensee at this reduced rate.
5.5 Any terms and conditions included in a Listing must not conflict with these Terms.
5.6 Images used in a Listing must accurately reflect the quality and condition of the Premises. WareMatch reserves the right to require that Listings have a minimum number of images of a certain format, size and resolution.
5.7 When a Licensor accepts an Offer, the Licensee and Licensor acknowledge that they are entering into an agreement with one another, to which WareMatch is not a party. The Licensor agrees that upon acceptance of an Offer by a Licensor, the Licensor will enter into a Storage Agreement with the Licensee to govern the Members’ obligations with respect to the Storage Agreement.
5.8 The Licensor represents and warrants that any Listings posted and the leasing of, or a Licensee’s use of, a Premises will (i) not breach any agreements the Licensor has entered into with any third parties, including but not limited to agreements in relation to property management, licensing agreements, leases, or other agreements, and (ii) comply with all applicable laws (such as zoning laws), taxes, and other rules and regulations (including having all required permits, licenses and registrations). The Licensor acknowledges that WareMatch has not provided any advice, legal or otherwise, as to whether Licensor is in compliance with subsection (i) above. The Licensor represents and warrants that any Premises it offers in a Listing hereunder is free of any known conditions or defects that would pose a hazard to or risk the safety of any Licensee or a Licensee’s or Licensor’s employees, agents, guests, invitees, contractors or subcontractors (“Users”). The Licensor is responsible for its own acts and omissions and is also responsible for the acts and omissions of its employees or any other individuals who are otherwise present at the Premises at the Licensor’s request or invitation, excluding the Licensee and its Users.
5.9 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the WareMatch Platform, you hereby grant to WareMatch a non‑exclusive, worldwide, royalty‑free, irrevocable, perpetual, sub‑licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the WareMatch Platform, in any media or platform. Without limiting any other provision hereunder, insofar as Member Content (including verified images) includes personal information, such Member Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, WareMatch does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
5.10 You are responsible for ensuring that your Premises are accurately represented in the images you add to your Listing and you will stop using the images on or through the WareMatch Platform if they no longer accurately represent your Premises, if you stop offering the Premises featured, or if your WareMatch Account is terminated or suspended for any reason. You acknowledge and agree that WareMatch shall have the right to use any uploaded images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you.
5.11 You are solely responsible for all Member Content that you make available on or through the WareMatch Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the WareMatch Platform or you have all rights, licenses, consents and releases that are necessary to grant to WareMatch the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or WareMatch’s use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.12 WareMatch may, without prior notice, remove or disable access to any Member Content that WareMatch finds to be in violation of applicable law, these Terms, or otherwise may be harmful or objectionable to WareMatch, Members, third parties, or property.
5.13 Notwithstanding anything else in the Agreement or otherwise, WareMatch may monitor your use of the WareMatch Service and the WareMatch Platform and use data and information related to Member Content and your use of the WareMatch Service in an aggregate or de‑identified manner, including without limitation to compile statistical and performance information related to the provision and operation of the WareMatch Service and the WareMatch Platform and to test or improve operation of the WareMatch Service and WareMatch Platform. You agree that WareMatch may make such data and information publicly available, and use such information for any purpose, including without limitation as required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement, improvements to the WareMatch Services or WareMatch Platform and marketing, provided that such data and information does not identify you or your confidential information. WareMatch retains all intellectual property rights in such data and information.
5.14 We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). It is important to be aware of the following restrictions with regards to your Suggestions. If you send us any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.
5.15 Nothing contained on the WareMatch Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the WareMatch Service, the WareMatch Platform or any Member Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed thereon.
5.16 If you believe that any materials the WareMatch Service infringe your copyright, you may request that such materials be removed by emailing info@warematch.com. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on the WareMatch Platform; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. To protect the rights of copyright owners, we reserve the right to suspend your WareMatch Account and/or other user privileges, delete or disable content alleged to be infringing and/or terminate the WareMatch Account and/or other user privileges of a repeat infringer.
6.1 WareMatch reserves the right to implement a ratings system. Within a certain timeframe after entering into a Storage Agreement, Licensees and Licensors may be able to leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of WareMatch. Ratings and Reviews are not verified by WareMatch for accuracy and may be incorrect or misleading.
6.2 Ratings and Reviews by Licensees and Licensors must be accurate and may not contain any offensive or defamatory language.
6.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
6.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the WareMatch Platform together with other relevant information such as number of Storage Agreements, average response time, and other information.
7.1 Subject to meeting any additional requirements (such as completing any verification processes) set by WareMatch or the Licensor, a Licensee can submit an Offer for a Listing.
7.2 All applicable fees, including the licensing fees, a fee charged to a Licensee to prepare the Premises for the Storage Agreement (“Setup Fee”), a cash deposit held by the Licensor and/or a third party for the duration of the Storage Agreement (“Security Deposit”), any other fees (“Extra Fees”) and any applicable taxes will be presented to the Licensee (collectively, “Fees”).
7.3 Licensee may request lower Fees in their Offer. Such Fees may be accepted through the WareMatch Platform provided that all such Fees are greater than the Licensor Price.
7.4 Upon the date that an Offer is accepted by the Licensor, a legally binding agreement is formed between the Licensee and the Licensor, subject to the Storage Agreement entered into between the Licensee and the Licensor, and to any additional terms and conditions of the Licensor that apply, including any rules and restrictions specified in the Listing.
7.5 The Storage Agreement entered into between the Licensee and the Licensor must require the Licensee to comply with these Terms. The Storage Agreement must include all Fees agreed to by the Licensee and Licensor.
7.6 In consideration of your use of the WareMatch Service, Members may be required to pay a fee for each Storage Agreement and on all WareMatch transactions. The fees owed will be set forth in the WareMatch Service.
7.7 A Licensor and a Licensee who have entered into a Storage Agreement are responsible for any modifications made to the Storage Agreement.
7.8 In certain circumstances, WareMatch may decide, in its sole discretion, that it is necessary to cancel an Offer.
7.9 If a payment is received by the Licensor for services not delivered or a payment is received in error, such payment must be returned within five (5) business days from the time WareMatch notifies the Licensor of the error or non-delivery. Members must notify WareMatch of any payment errors or non-delivery of services within thirty (30) days of the payment date to be eligible for a refund. WareMatch reserves the right to investigate any refund request to verify the legitimacy of the claim before processing or requesting any refund. The Licensor agrees to cooperate with any such investigation and to promptly return funds as directed by WareMatch for legitimate refund claims. Refunds will be processed using the original payment method unless otherwise agreed upon by the parties.
8.1 The Licensor is responsible for obtaining appropriate insurance for its Premises and it is the Licensor’s sole liability to determine the sufficiency of its insurance, including whether or not its insurance policy will cover the actions or inactions of the Licensees or its Users or security providers while using the Premises.
8.2 The Licensor agrees, as a material part of the consideration to be rendered to WareMatch under this Agreement, to waive any right of recovery against WareMatch, its directors, officers, and employees, for any damage, loss, theft or misappropriation of its property and any and all liability to and for the Licensor or its Users including for injuries to the Licensor or its Users. The Licensor agrees to indemnify and hold harmless WareMatch from and against any and all claims arising from the Licensee’s use of the Premises or from the Licensor’s or Licensee’s failure to keep the Premises in good condition and repair.
8.3 The Licensee is solely responsible for arranging insurance for its personal property against any and all risks and for its liability to and for its Users and it is the Licensee’s sole liability to determine the sufficiency of its insurance. The Licensee has the risk of damage, loss, theft or misappropriation with respect to any of its personal property and liability to and for its Users.
9.1 The Licensor is solely responsible for compliance with any and all applicable laws, rules, and regulations that may apply to the Member’s use of the WareMatch Service. In connection with the Licensor’s use of the WareMatch Service, the Licensor will not and will not assist or enable others to:
(i) violate or infringe anyone else’s rights or otherwise cause harm to anyone, including breaching or circumventing any applicable laws or regulations, agreements with third‑parties, third‑party rights, WareMatch’s Terms of Service or the WareMatch Policies;
(ii) use the WareMatch Service for any commercial or other purposes that are not expressly permitted by this Agreement or in a manner that falsely implies WareMatch endorsement, partnership or otherwise misleads others as to the Licensor’s affiliation with WareMatch;
(iii) copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the WareMatch Service in any way that is inconsistent with WareMatch’s Privacy Policy or this Agreement or that otherwise violates the privacy rights of Members or third parties;
(iv) use the WareMatch Service in connection with the distribution of unsolicited commercial messages;
(v) offer any Premises or Storage Agreement that the Licensor is unable to provide or does not have permission to make available through the WareMatch Service;
(vi) unless WareMatch explicitly permits otherwise, accept an Offer if the Licensee will not actually be using the Premises itself;
(vii) contact another Member for any purpose other than asking a question related to a Listing, a Storage Agreement or the Member’s use of the WareMatch Service, including, but not limited to, recruiting or otherwise soliciting any Member to join third‑party services, applications or websites, without prior written approval from WareMatch;
(viii) use the WareMatch Service to enter into a Storage Agreement independent of the WareMatch Service to circumvent any fees or for any other reason;
(ix) request, accept or make any payment for licensing fees, Setup Fees, Security Deposits, or Extra Fees outside of the payment processor to which WareMatch directs Members. If the Licensor does so, it acknowledges and agrees that it: (i) is in breach of this Agreement; (ii) accepts all risks and responsibilities for such payment, and (iii) holds WareMatch harmless from any liability for such payment;
(x) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or any other group that is protected by applicable law, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;
(xi) use, display, mirror or frame WareMatch’s name, any WareMatch trademark, logo or other proprietary information without WareMatch’s express written consent;
(xii) dilute, tarnish or otherwise harm the WareMatch brand in any way, including registering or using WareMatch or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to WareMatch domains, trademarks, taglines, or promotional campaigns;
(xiii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by WareMatch or any of WareMatch’s providers or any other third party to protect the WareMatch Service;
(xiv) take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of the WareMatch Service.
9.2 The Licensor acknowledges that WareMatch has no obligation to monitor the access or use of the WareMatch Service by any Member, but has the right to do so for (i) operating, securing and improving the WareMatch Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensuring Members’ compliance with this Agreement; (iii) complying with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; or (iv) any other purpose set forth in this Agreement. The Licensor agrees to cooperate with and assist WareMatch in good faith, and to provide WareMatch with such information and take such actions as may be reasonably requested by WareMatch with respect to any investigation undertaken by WareMatch or a representative of WareMatch regarding the use or abuse of the WareMatch Service.
9.3 If the Licensor believes that any other Member it interacts with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) the Licensor suspects of stealing from it, or (iii) engages in any other disturbing conduct, the Licensor shall immediately report such person to the appropriate authorities and then to WareMatch and include the police station and report number, if available. The Licensor agrees that any report it makes will not obligate WareMatch to take any action beyond that required by law, if any.
10.1 This Agreement will continue unless and until it is terminated in accordance with this Agreement.
10.2 The Licensor may terminate this Agreement at any time by sending WareMatch an email at info@warematch.com or by following the instructions on the WareMatch Platform for closing its WareMatch Account.
10.3 WareMatch may terminate this Agreement at any time, for any reason or no reason, by giving the Licensor thirty (30) days’ notice via email to the Licensor’s registered email address.
10.4 WareMatch may immediately, upon notice to Licensor, terminate this Agreement or stop providing access to the WareMatch Service if (i) the Licensor has materially breached its obligations under this Agreement or any of the WareMatch Policies used by WareMatch in conjunction with this Agreement, (ii) the Licensor has violated applicable laws, regulations or third party rights, or (iii) WareMatch believes in good faith that such action is reasonably necessary to protect the personal safety or property of WareMatch, its Members, or third parties (for example, in the case of fraudulent behaviour of a Member).
10.5 If the Licensor (i) fails to comply with any applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, (ii) breaches this Agreement, WareMatch Policies, applicable laws, regulations, or third party rights, (iii) provides inaccurate, fraudulent, outdated or incomplete information during the WareMatch Account registration, Listing process or thereafter, (iv) the Licensor or its Listings or Premises at any time fail to meet any applicable quality or eligibility criteria, (v) WareMatch becomes aware of or has received complaints about the Licensor’s performance or conduct, (vi) the Licensor has repeatedly cancelled Storage Agreements without a valid reason, or (vii) WareMatch believes in good faith that such action is reasonably necessary to protect the personal safety or property of WareMatch, its Members, or third parties, or to prevent fraud or other illegal activity, WareMatch may take any of the following measures:
(i) suspend or remove Listings, Reviews, or Member Content;
(ii) cancel any Offers;
(iii) limit the Licensor’s access to or use of the WareMatch Service;
(iv) temporarily or, in case of severe or repeated offenses, permanently suspend the Licensor’s WareMatch Account and stop providing access to the WareMatch Service.
In case of non‑material breaches and where appropriate, the Licensor will be given notice of any intended measure by WareMatch and an opportunity to resolve the issue to WareMatch’s reasonable satisfaction.
10.6 If the Licensor’s access to or use of the WareMatch Service has been limited, its WareMatch Account has been suspended, or this Agreement has been terminated by WareMatch, the Licensor may not register a new WareMatch Account or access and use the WareMatch Service through the WareMatch Account of another Member.
11.1 If the Licensor chooses to use the WareMatch Service, it does so voluntarily and at its sole risk. THE WAREMATCH SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON‑INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THE WAREMATCH SERVICE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY THE WAREMATCH SERVICE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11.2 If WareMatch chooses to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, WareMatch disclaims warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
11.3 The Licensor agrees that Storage Agreements may carry inherent risk, and by entering into Storage Agreements, it voluntarily, freely and willfully assumes those risks, including risk of illness, bodily injury, disability, or death. The Licensor assumes full responsibility for the choices it makes before, during and after its entering into a Storage Agreement.
11.4 The foregoing disclaimers apply to the maximum extent permitted by law. The Licensor may have other statutory rights, however, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
12.1 The Licensor acknowledges and agrees that, to the maximum extent permitted by law, the entire risk arising out of its access to and use of the WareMatch Service, its publishing of any Listing via the WareMatch Service, entering into any Storage Agreement, or any other interaction it has with other Members whether in person or online remains with the Licensor.
NEITHER WAREMATCH NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WAREMATCH SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THIS AGREEMENT, (II) THE USE OF OR INABILITY TO USE THE WAREMATCH SERVICE, (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM THE MEMBER COMMUNICATES, INTERACTS OR MEETS WITH AS A RESULT OF ITS USE OF THE WAREMATCH SERVICE, OR (IV) THE LICENSOR’S PUBLISHING OF A LISTING OR THE ENTERING INTO STORAGE AGREEMENTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WAREMATCH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2 IN NO EVENT WILL WAREMATCH’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE LICENSOR’S USE OF THE WAREMATCH SERVICE INCLUDING, BUT NOT LIMITED TO, FROM THE LICENSOR’S PUBLISHING OF ANY LISTINGS VIA THE WAREMATCH SERVICE, OR FROM THE USE OF OR INABILITY TO USE THE WAREMATCH SERVICE AND IN CONNECTION WITH ANY STORAGE AGREEMENTS OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE GREATER OF AMOUNTS PAID BY WAREMATCH TO THE LICENSOR IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED CANADIAN DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WAREMATCH AND THE LICENSOR.
12.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13.1 The Licensor agrees to release, defend (at WareMatch’s option), indemnify, and hold WareMatch and its affiliates and subsidiaries, including but not limited to, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including, without limitation, legal fees on a solicitor and client basis, and accounting fees, arising out of or in any way connected with (i) the Licensor’s breach of this Agreement or WareMatch Policies, (ii) the Licensor’s use of the WareMatch Service, (iii) the Licensor’s interaction with any other Member or use of a Premises, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) a Storage Agreement, or (v) the Licensor’s breach of any laws, regulations or third party rights.
14.1 WareMatch will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond WareMatch’s reasonable control, including without limitation any delays or loss of availability of a Premises or Storage Agreement.
15.1 Overview of Dispute Resolution Process. This Agreement provides for a two‑part dispute resolution process for Licensors: (i) an informal negotiation directly with WareMatch, and (ii) confidential arbitration before a single arbitrator. The arbitration will be conducted in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. and the seat and location of the arbitration will be in Montreal, Canada.
15.2 Pre‑Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, the Licensor and WareMatch each agree to notify the other party of the dispute or controversy between a Licensor and WareMatch, including any dispute or controversy arising out of or relating to this Agreement or the WareMatch Service, any WareMatch Policies, any interactions or transactions between a Licensor and WareMatch, or in respect of any legal relationship associated with or derived from this Agreement, including the validity, existence, breach, termination, construction, application or enforceability, or the rights, duties or obligations of a Licensor or WareMatch (“Dispute”) and attempt to negotiate an informal resolution to it first. If after a good faith effort to negotiate one party feels the Dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
15.3 Agreement to Arbitrate. The Licensor and WareMatch mutually agree that Disputes will be settled by binding individual arbitration. If there is a dispute about whether this agreement to arbitrate can be enforced or applies to the Dispute, the Licensor and WareMatch agree that the arbitrator will decide that issue.
15.4 Exceptions to Agreement to Arbitrate. The Licensor and WareMatch each agree that the following claims are exceptions to the agreement to arbitrate and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber‑attack); and (iii) small claims actions brought in the state court in which Licensor or WareMatch is located if such court has a small claims procedure and if such court is located in the United States.
15.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
15.6 Jury Trial Waiver. THE LICENSOR AND WAREMATCH ACKNOWLEDGE AND AGREE THAT EACH ARE WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
15.7 No Class Actions or Representative Proceedings. The Licensor and WareMatch acknowledge and agree that, to the fullest extent permitted by law, each are waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class‑wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless the Licensor and WareMatch both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class‑wide arbitration” waiver in this section is held unenforceable with respect to any Dispute, then the agreement to arbitrate will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this section is held unenforceable with respect to any Dispute, those waivers may be severed from this section and the Licensor and WareMatch agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in arbitration.
16.1 This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec and the federal laws of Canada applicable therein.
16.2 The WareMatch Service may contain links to third‑party websites or resources that may be used by the WareMatch Service (“Third‑Party Services”) which may be subject to different terms and conditions and privacy practices, and the Licensor is responsible to review any such different terms and conditions and privacy practices. WareMatch is not responsible or liable for the availability or accuracy of such Third‑Party Services, or the content, products, or services available from such Third‑Party Services. Links to such Third‑Party Services are not an endorsement by WareMatch of such Third‑Party Services.
16.3 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, this Agreement constitutes the entire agreement between WareMatch and the Licensor pertaining to the subject matter hereof and supersedes any and all prior oral or written understandings or agreements between WareMatch and the Licensor in relation to the access to and use of the WareMatch Service.
16.4 No joint venture, partnership, employment, or agency relationship exists between the Licensor and WareMatch as a result of this Agreement or the Licensor’s use of the WareMatch Service.
16.5 If this Agreement provides professional information or recommendations (for example, legal, insurance, financial or real estate), such information is for informational purposes only and should not be construed as professional advice. No decision or other action should be made on the basis of such information and no fiduciary or other privileged relationship exists between the Licensor and WareMatch.
16.6 This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the parties.
16.7 If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
16.8 WareMatch’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by WareMatch in writing. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise permitted under law.
16.9 The Licensor may not assign, transfer or delegate this Agreement and its rights and obligations hereunder without WareMatch’s prior written consent. WareMatch may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. The Licensor’s right to terminate this Agreement at any time remains unaffected.
16.10 Any notices or other communications from Licensor to WareMatch as required hereunder by WareMatch must be sent by email to the WareMatch General Email at info@warematch.com. Any notices or other communications permitted or required hereunder by WareMatch to Licensor, including those regarding modifications to this Agreement, will be in writing and given by WareMatch in its sole discretion via email or regular mail. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. WareMatch is not responsible for any automatic filtering the Licensor or its network provider may apply to email notifications WareMatch sends to the email or physical address provided in the Licensor’s WareMatch Account information.
16.11 Any notices or other communications between Members as permitted and required hereunder by WareMatch must be sent by email to an email address provided by WareMatch or by other method of communication as agreed to by the relevant Members.
16.12 If this Agreement is terminated for any reason, the clauses of this Agreement that reasonably should survive termination of this Agreement will remain in effect.
16.13 The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.
16.14 Unless the context of this Agreement clearly requires a different interpretation or construction, all references to the singular shall also include the plural and vice versa.
16.15 The WareMatch Service is intended for use solely in Canada or the United States of America. WareMatch makes no claims that the WareMatch Service are appropriate for use outside of such countries.
16.16 The parties hereto have required that this Agreement be drawn in the English language, and that the English language version shall control over all translations thereof. If Licensor is located in Quebec, the following sentence shall apply: Les parties conviennent que cette entente ainsi que tout document accessoire soient rediges en anglais.