Information Services, Software and Content

1. General
(a) These Terms and Conditions govern your use of Grand River Business Intelligence Inc.’s (“GRBI”) Website “ContractComplete” (the “Service”), an internet based service operated by GRBI (the “Provider”) for the purposes of facilitating communications between contractors, developers and consultants in the land development industry (the “Purposes”). The Service consists of computing and information services and software, information, interactive forums and other content provided by Provider. In addition, third parties provide information, software and other content (“Third Party Content”) which may be accessed over the Service
(b) Your participation in the Service is conditional upon your acceptance of the terms and conditions contained in this agreement. Please read the following terms and conditions and indicate your acceptance by checking the box below and clicking the “Accept” button on the previous screen. Provider reserves the right, in its sole and absolute discretion, to change or modify all or any part of this Agreement at any time. Such changes or modifications shall be effective immediately on notice published on the Service. Your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Provider as permitted above.
(a) If at any time the terms and conditions of this agreement are no longer acceptable to you, you should immediately terminate your subscription to the Service by following the procedures indicated in paragraph 10.

2. Use of Service Content
(a) You acknowledge that the Service contains information, software, photographs, audio and video clips, graphics and other material (collectively, the “Content”) that may be protected by copyright, trademark or other proprietary rights of Provider or third parties. This includes, but is not limited to, the Provider’s intellectual property rights in and to the source code, logo and identifying product names of the Service. You agree to comply with any additional copyright notices, information or restrictions contained in any Content available on or accessed through the Service. You acknowledge and agree that the Provider is the owner of all data and information extracted from usage of the site and all data downloaded therefrom or uploaded thereto. 
(b) Subject to section 2(d) below and, except as otherwise expressly permitted in this Agreement, you may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display or in any way exploit any of the Content, in whole or in part.
(c) You may download or copy the Content only for your own personal use, provided that you maintain all copyright and other notices contained in such Content. Except as expressly permitted by copyright laws, no copying, storage, redistribution or publication of any Content is permitted without the express permission of Provider or the owners of such Content or their authorized persons, if other than Provider. 
(d) You may upload Content to the Service for the Purposes and, in doing so, you grant to Provider and Third Parties the right to copy, publish, distribute and otherwise use any Content that you place on the Service, in any medium. You represent and warrant that you are authorized to grant all rights set forth in the preceding sentence. Subject to the right of the Provider in section 2(a); it is agreed that all Content uploaded by yourself remains in your ownership.

3. Service Rules of Conduct
You shall not upload to, or distribute or otherwise publish through, the Service any Content which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, (b) contains viruses or other contaminating or destructive features, (c) violates the rights of others, such as Content which infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity, or (d) otherwise violates any applicable law. You shall not attempt to hack the Service, gain access to Content not owned by you and not shared by the owner of such Content, attempt to avoid payment for the Service or use the Service to solicit subscribers to join other online information services that are competitive with the Service.

4. Managing Content
Provider reserves the right to delete, move or edit any Content (including messages posted in any forum) that it may determine, in its sole discretion, violates this Agreement or is otherwise unacceptable. You shall remain solely responsible for all Content posted by you or by any other person using your account. Provider shall have the right, but not the obligation, to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge and agree that all Content and personal information will be stored on servers that belong to third parties and, by agreeing to be bound by the terms of these terms, you expressly consent to the same. 

5. No Endorsement
(a) Provider does not represent or endorse the accuracy or reliability of any Content displayed, uploaded, or distributed through the Service by any subscriber, information provider or any other third party. You acknowledge that any reliance on such Content shall be at your sole risk.
(b) The Service may contain links to sites on the Internet that are owned and operated by third parties (the “External Sites”) (including, but not limited to the Stripe payment processing service). You acknowledge that Provider is not responsible for the availability of, or the content located on or through, any External Site.

6. Registration and Subscriber Qualifications
(a) As part of the registration process, you will select a password and fill in certain information about yourself. You must provide accurate, complete and current registration information and you agree to provide Provider with any of that information promptly after such changes occur.
(b) You are responsible for all use of your account under any password by any person whether or not authorized by you and for ensuring that all use of your account complies with this Agreement. It is understood and agreed that developers may grant their consultants the right to view contractors’ bids received in connection to any of the developers’ projects.  

7. Fees and Payments
(a) You agree to pay all fees and charges incurred by you or any third party using your Service account (whether or not authorized by you) at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to applicable taxes, and charges for any products or services offered for sale through the Service by Provider or by any third party. Your right to use the Service is subject to any limits established by your credit card company if billing is through a credit card.
(b) You shall be charged a fee when you bid on a contract (“Bidding Fee”). Such Bidding Fee is calculated based on the gross value of the bid made and is due upon submission of such bid. You acknowledge that no bid submission will be complete until payment of the Bidding Fee has been received and processed. 
(c) You shall be responsible for obtaining all computer equipment and other products or services necessary to access and use the Service. You shall be responsible for all charges associated with accessing and maintaining a connection to the Service (e.g., charges imposed by an Internet access provider, or your local telephone company).
(d) Unless you notify Provider that you do not wish to renew your membership, Provider will automatically renew your membership at the end of each term and bill the then-current renewal fee to the same credit card or credit line your original membership fee was billed to, or to the current credit card we have on our files.

8. Subscriber Information
You acknowledge and agree that the Provider shall be disclosing certain subscriber information (including, but not limited to, subscriber’s name and mailing address) to other subscribers for the purpose of providing subscribers with information about bids, products and services. Provider shall also have the right to disclose aggregate information about subscriber usage and demographics. Provider shall have the right to send you electronic mail to inform you of changes or additions to the Service, or of any products and services of Provider or its affiliates.

9. Indemnity
You agree to indemnify, defend and hold Provider, and all officers, directors, owners, agents, information providers, affiliates and licensors (collectively, the “Parties”) harmless from and against any and all liability, losses, costs and expenses (including attorneys’ fees) incurred by any Party in connection with any claim arising out of any use or alleged use of your account or password by any person, whether or not authorized by you. Provider reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Provider’s defence of such claim.


10. Termination of Service
(a) You may terminate your account at any time by completing the “Cancel Provider Services” form. You are responsible for all charges incurred up to the time the account is terminated, including all monthly charges for the month in which termination became effective. Provider reserves the right to change the amount of any fee or charge for the Service or to institute new fees or charges, effective on at least thirty days’ prior notice posted on the Service in the Member Services area.
(b) Provider reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or liability.
(c) Provider may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database or content, without prior notice or liability.

11. Disclaimer of Warranties; Limitation of Liability
(a) NEITHER PROVIDER NOR ANY PROVIDER OF THIRD PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES PROVIDER, ANY THIRD PARTY CONTENT PROVIDER OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR THE CONTENT. THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. NONE OF PROVIDER, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU.
(b) NEITHER PROVIDER, ANY THIRD PARTY CONTENT PROVIDER NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOR. IN SUCH JURISDICTIONS, THE LIABILITY OF PROVIDER, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Third Party Rights
The provisions of paragraphs 2, 3, 9 and I1 are for the benefit of Provider, Third Party Content providers and their respective employees, agents and contractors; and each such party will have the right to enforce such provisions directly on its own behalf.

13. Security and Privacy
The Provider will ensure that all bids and passwords shall be stored in its database and that all passwords shall be hashed. All Content will be transmitted to the server using the HTTPS protocol. All credit card processing will be stored by a third party payment processing service and you acknowledge and agree to be bound by the terms of the same. Such terms can be found at https://stripe.com/ca/terms. 

14. Miscellaneous
This Agreement shall be construed in accordance with the laws of the Province of Ontario, Canada. This Agreement constitutes the entire agreement between the parties with respect to the subject-matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject-matter. This Agreement may not be amended except in writing signed by both parties and no waiver by either party shall be deemed a waiver of any preceding or subsequent breach or default. The provisions of sections 2, 3, 7, 8, 9, 11 and 12 shall survive any termination of this Agreement, as well as any other provisions that by their terms or sense are intended to survive.