These Terms of Service (“Terms”) constitute a legally binding agreement (“Agreement”) between you and Peazy (as defined below) governing your access to and use of the Peazy website, including any subdomains thereof, and any other websites or platforms (e.g. social media) through which Peazy makes its services available (collectively, “Site”), our mobile, tablet and other smart device applications, and application program interfaces (if available) (collectively, the “App”) and all associated services (collectively, “Peazy Services”). The Site, the App and Peazy Services together are hereinafter collectively referred to as the “Peazy Platform”. 

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Please read these Terms carefully as you agree to be bound by these Terms by accessing or using the Peazy Platform.

 

When these Terms mention “Peazy,” “we,” “us,” or “our,” it refers to Peazy. When these Terms mention it refers to you.

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Our collection, use, and disclosure of personal information in connection with your access to and use of the Peazy Platform is described in our Privacy Policy. [Insert link to Policy] Please see the Privacy Policy for more information. Payment will be processed by Stripe with your use of the Peazy Platform. 

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1. Modifications of these Terms of Service

   1. Peazy reserves the right in our sole discretion to revise and update these terms of service from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Peazy Platform. You agree to periodically review the terms of service in order to be aware of any such modifications and your continued use shall be your acceptance of these. The information and material on this Website may be changed, withdrawn, or terminated at any time in our sole discretion without notice. Peazy will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.

2. Scope of Peazy Services

   1. The Peazy Platform is an online platform that aims to make the lives of registered users (“Users”) hassle free by connecting Users with service providers (“Service Providers”) that each perform a variety of services that reduces the Users need to leave the comfort of their home or office. The User requests a service through the Peazy Platform and Peazy connects the appropriate Service Provider who will perform the requested service (“Requested Service”). 

   2. As the provider of the Peazy Platform, Peazy does not perform the Requested Service. Service Providers alone are responsible for offering and providing the Requested Service. Peazy is not and does not become a party to or other participant in any contractual relationship between the User and Service Provider. Peazy is not acting as an agent in any capacity for any user. The binding contract is directly between the User and the Service Provider.

   3. While we may help facilitate the resolution of disputes, Peazy has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Requested Services, (ii) the performance or conduct of any user or third party (iii) the quality, timing, provision or failure to provide the Requested Service. Peazy aims to attract high quality and reputable Service Providers, but does not endorse any specific Service Provider.

   4. The Peazy Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Peazy 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 Peazy of such Third-Party Services.

   5. Due to the nature of the Internet, Peazy cannot guarantee the continuous and uninterrupted availability and accessibility of the Peazy Platform. Peazy may restrict the availability of the Peazy Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Peazy Platform. Peazy may improve, enhance and modify the Peazy Platform and introduce new Services from time to time.

3. Eligibility, Using the Peazy Platform, User Verification 

   1. You must be at least 18 years old and able to enter into legally binding contracts to access and use the Peazy Platform or register a Peazy Account. By accessing or using the Peazy Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

   2. You will comply with any applicable export control laws in your local jurisdiction.

   3. Peazy may make access to and use of the Peazy Platform, or certain areas or features of the Peazy Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria. 

   4. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any user’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of users, (ii) screen users against third party databases or other sources and request reports from service providers.

   5. The access to or use of certain areas and features of the Peazy Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Peazy Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

4. Account Registration- 

   1. You must register an account (Peazy Account) to access and use certain features of the Peazy Platform, to accept a Requested Service. If you are registering a Peazy Account for a Company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms. 

   2. You can register a Peazy Account using an email address and creating a password.

   3. You must provide accurate, current and complete information during the registration process and keep your Peazy Account and public Peazy Account profile page information up-to-date at all times.

   4. You may not register more than one (1) Peazy Account unless Peazy authorizes you to do so. You may not assign or otherwise transfer your Peazy Account to another party.

   5. You are responsible for maintaining the confidentiality and security of your Peazy Account credentials and may not disclose your credentials to any third party. You must immediately notify Peazy if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Peazy Account. You are liable for any and all activities conducted through your Peazy Account.

5. Content

   1. Peazy may, at its sole discretion, enable users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Peazy Platform (“User Content”); and (ii) access and view User Content and any content that Peazy itself makes available on or through the Peazy Platform.

   2. The Peazy Platform and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada, the United States and other countries. You acknowledge and agree that the Peazy Platform and User Content, including all associated intellectual property rights, are the exclusive property of Peazy or the relevant user and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Peazy Platform or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Peazy used on or in connection with the Peazy Platform and Peazy Content are trademarks or registered trademarks of Peazy in Canada, the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Peazy Platform, Peazy Content, are used for identification purposes only and may be the property of their respective owners.

   3. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Peazy Platform or any content thereon, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Peazy.

   4. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Peazy Platform, you grant to Peazy a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Peazy Platform, in any media or platform. Unless you provide specific consent, Peazy does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

   5. You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; or (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi)  violates Peazy’s Content Policy [Insert link] or any other Peazy policy. Peazy may, without prior notice, remove or disable access to any User Content that Peazy finds to be in violation of these Terms or Peazy’s then-current Policies, or otherwise may be harmful or objectionable to Peazy.

   6. You are solely responsible for all User Content that you make available on or through the Peazy Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Peazy Platform or you have all rights, licenses, consents and releases that are necessary to grant to Peazy the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Peazy’s use of the User Content (or any portion thereof) 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. 

6. Terms applicable to all Requested Services 

   1. Subject to meeting any requirements (such as completing any verification processes) set by Peazy and/or the Service Provider, you can book a Requested Service available on the Peazy Platform by following the respective process.

   2. In contractual terms, by booking a Requested Service that includes services in exchange for a fee, an offer to contract is being extended. When the Requested Service is accepted by the Service Provider, then a binding contract is then formed. 

   3. Any binding contract described above will be subject to these Terms of Service, which include but are not limited cancellation and dispute resolution policies.

   4. Upon receipt of a Requested Service confirmation from Peazy, notice will be sent to you of the legally binding agreement to which you and your Service Provider are subject. Peazy will collect  Fees at the time of completion of the Requested Service.

   5. You hereby acknowledge and agree that by requesting a service from a Service Provider that you will be subject to the confidentiality provisions described in section 16 of these Terms of Service. 

7. Requested Service Modifications, Cancellations and Refunds, Resolution Center

   1. The Service Provider and Users are responsible for any modifications to the Requested Service that they make via the Peazy Platform (“Requested Service Modifications”), and agree to pay any additional Service Provider Fees, and/or Taxes associated with such Requested Service Modifications.

   2. Clients can cancel a confirmed Requested Service at any time and Peazy will refund the amount of fees due to the Client. Note: The Service Provider may not cancel a Requested Service once the Requested Service has been initiated. 

   3. Except as otherwise set out in these Terms, Companies may Contact [email protected]  to send or request money for refunds or Damage Claims related to Requested Services. You agree to pay all amounts sent through the Resolution Center in connection with your Peazy Account, and Peazy will handle all such payments.

8. Taxes

   1. You understand that any appropriate governmental agency, department and/or authority (“Tax Authority”) where your Requested Service is located may require Taxes to be collected from Users on Requested Service Fees, and to be remitted to the respective Tax Authority.

9. Prohibited Activities

   1. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Peazy Platform. In connection with your use of the Peazy Platform, you will not and will not assist or enable others to:

      1. breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms or Policies [ Insert links];

      2. use the Peazy Platform or any content therein for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Peazy endorsement, partnership or otherwise misleads others as to your affiliation with Peazy;

      3. copy, store or otherwise access or use any information, including personally identifiable information about any other user or third party, contained on the Peazy Platform in any way that is inconsistent Peazy’s Privacy Policy or these Terms or that otherwise violates the privacy rights of users or third parties;

      4. use the Peazy Platform in connection with the distribution of unsolicited commercial messages (“spam”);

      5. use the Peazy Platform to request, make Requested Services independent of the Peazy Platform, to circumvent any Service Fees or for any other reason;

      6. request, accept or make any payment for Requested Services outside of the Peazy Platform or Peazy. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Peazy harmless from any liability for such payment;

      7. 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 otherwise engage in any violent, harmful, abusive or disruptive behavior;

      8. use, display, mirror or frame Peazy Platform or Content, or any individual element within the Peazy Platform, Peazy’s name, any Peazy trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Peazy Platform, without Peazy’s express written consent;

      9. dilute, tarnish or otherwise harm the Peazy brand in any way, including through unauthorized use of Content, registering and/or using Peazy or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Peazy domains, trademarks, taglines, promotional campaigns or Content;

      10. use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Peazy Platform for any purpose;

      11. avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Peazy or any of Peazy’z providers or any other third party to protect the Peazy Platform;

      12. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Peazy Platform;

      13. take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Peazy Platform;

      14. violate or infringe anyone else’s rights or otherwise cause harm to anyone.

   2. You acknowledge that Peazy has no obligation to monitor the access to or use of the Peazy Platform by any user or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Peazy Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Peazy in good faith, and to provide Peazy with such information and take such actions as may be reasonably requested by Peazy with respect to any investigation undertaken by Peazy or a representative of Peazy regarding the use or abuse of the Peazy Platform.

   3. If you feel that any User you interact 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 behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Peazy by contacting us at [email protected] . You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

10. Termination, Suspension and other Measures

    1. Peazy may immediately, without notice, terminate this Agreement and/or stop providing access to the Peazy Platform if (i) you have materially breached your obligations under these Terms, our Policies, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Peazy believes in good faith that such action is reasonably necessary to protect the personal safety or property of Peazy, its users, or third parties (for example in the case of fraudulent behavior of a user).

    2. In addition, Peazy may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payment Terms, our Policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Peazy Account registration, project process or thereafter, (iv) Peazy believes in good faith that such action is reasonably necessary to protect the personal safety or property of Peazy, its users, or third parties, or to prevent fraud or other illegal activity:

       1. refuse to surface, delete or delay any Requested Services, Ratings, Reviews, or other User Content;

       2. cancel any pending or confirmed Requested Services;

       3. limit your access to or use of the Peazy Platform;

       4. temporarily or permanently revoke any special status associated with your Peazy Account;

       5. temporarily or in case of severe or repeated offenses permanently suspend your Peazy Account and stop providing access to the Peazy Platform.

    3. In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Peazy and an opportunity to resolve the issue to Peazy’s reasonable satisfaction.

    4. If we take any of the measures described above in relation to a Service Provider (i) we may refund you in full for any and all confirmed Requested Services that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed Requested Services that were cancelled.

    5. When your Account has been terminated, you are not entitled to a restoration of your Peazy Account or any of your User Content. If your access to or use of the Peazy Platform has been limited or your Peazy Account has been suspended or has been terminated by us, you may not register a new Peazy Account or access and use the Peazy Platform through a Peazy Account of another user.

11. Disclaimers

    1. If you choose to use the Peazy Platform, you do so voluntarily and at your sole risk. The Peazy Platform is provided “as is” and on an “as available” basis, without warranty of any kind, either express or implied. Peazy cannot guarantee and does not promise any specific results from use of the Peazy Platform or any Requested Service, that your use of or the information provided on the Peazy Platform will be uninterrupted, timely, accurate, secure, or error-free, or any specific results with respect to any transaction executed through or in connection with the Peazy Platform.

    2. You agree that you have had whatever opportunity you deem necessary to investigate the Peazy Platform, laws, rules, or regulations that may be applicable to your Requested Services you are providing or receiving and that you are not relying upon any statement of law or fact made by Peazy relating to any matter.

    3. If we choose to conduct identity verification or background checks on any user, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a user or guarantee that a user will not engage in misconduct in the future.

    4. You agree that some Requested Services may carry inherent risk, and you assume full responsibility for the choices you make before, during and after your participation in a Requested Service. 

    5. We make no guarantee regarding the provision of a Requested Service, the acceptance of any Requested Service for the provision of a Requested Service, the availability, workmanship, timeliness, integrity, ability or skill of Service Provider or the Requested Service they purport to be able or willing to provide. We do not guarantee that the Service Provider hold any qualification, certification, licence, schooling, training, or insurance required to provide the Requested Services. PEAZY DOES NOT WARRANTY ANY SERVICE PROVIDER’S ACCREDITATION, REGISTRATION, CERTIFICATION, LICENSE, INSURANCE, BOND, OR WORKERS’ COMPENSATION PROTECTION RELATED TO A REQUESTED SERVICE.

    6. Content available through the Site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of any opinion, advice, or statement made by anyone other than an authorized the spokesperson speaking in his/her official capacity on behalf of us.

    7. The foregoing disclaimers apply to the maximum extent permitted by law. You 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. Liability

    1. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Peazy Platform, your use of the requested services via the Peazy Platform, or any other interaction you have with other whether in person or online remains with you.

    2. Neither Peazy nor any other party involved in creating, producing, or delivering the Peazy Platform 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) these Terms, (ii) from the use of or inability to use the Peazy Platform or Requested Services, (iii) from any communications, interactions or meetings with other users with whom you communicate, interact or meet with as a result of your use of the Peazy Platform, or (iv) from your Requested Service from a Service Provider, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Peazy 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. In no event will Peazy’s aggregate liability arising out of or in connection with these Terms and your use of the Peazy Platform including, but not limited to, your request for service from a Service Provider through the Peazy Platform, or from the use of or inability to use the Peazy Platform and in connection with any Requested Service exceed the amounts you have paid or owe for Requested Services via the Peazy Platform as a Client in the twelve (12) 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 Peazy and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so all or portions of the above limitation may not apply to you.

13. Indemnification

    1. You agree to release, defend (at Peazy’s option), indemnify, and hold Peazy and its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies, (ii) your improper use of the Peazy Platform, (iii) your interaction with any other user, 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.

14. Dispute Resolution and Arbitration Agreement

    1. Overview of Dispute Resolution Process. Peazy is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process: (1) an informal negotiation directly with Peazy’s customer service team, and (2) a final and binding arbitration in accordance with applicable laws. This same process applies, with necessary modification, regardless of whether the dispute is between you and another user or between you and Peazy.

    2. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Peazy each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Peazy’s customer service team by emailing us at [insert email address]. If after a good faith effort to negotiate one of us 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.

    3. Agreement to Arbitrate. You and Peazy mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Peazy Platform, the Requested Services (collectively, “Disputes”) will be settled by final and binding arbitration in Winnipeg, Manitoba, Canada, on a simplified and expedited basis by one (1) arbitrator pursuant to the current ADR Institute of Canada’s Arbitration Rules (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Peazy agree that the arbitrator will decide that issue.

    4. Exceptions to Arbitration Agreement. You and Peazy each agree that the following claims are exceptions to the Arbitration Agreement 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, cyber-attack).

    5. No Class Actions or Representative Proceedings. You and Peazy acknowledge and agree that we are each waiving the right to participate as a plaintiff or class Company in any purported class action lawsuit or any other representative proceeding as to all Disputes. Further, unless you and Peazy 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 this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

15. Feedback

    1. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Peazy Platform (“Feedback”). You may submit Feedback by emailing us at [email protected] . Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

16. Confidentiality

    1. As Users, you hereby acknowledge and agree that any Requested Services will be subject to the following confidentiality principles:

       1. the right to maintain the confidentiality of the Confidential Information constitutes a proprietary right that Peazy is entitled to protect; and

       2. the use or disclosure of any Confidential Information by you, either directly or indirectly, to or by any third party, including existing or potential competitors of Peazy, or to or by the general public, would be highly detrimental to the business and economic interests of Peazy.

    2. As a result, you hereby further acknowledge and agree to:

       1. treat the Confidential Information as strictly and absolutely confidential, and shall not disclose or permit the disclosure of, publish or disseminate the Confidential Information to any person or entity, under any circumstances, except as hereinafter provided;

       2. take all reasonable precautions against the Confidential Information being used or acquired by any unauthorized person or entity;

       3. not reproduce the Confidential Information in any manner without the prior written consent of Peazy; and

       4. disclose to any person or entity that you are providing services to Peazy in relation to a Requested Service without prior written consent of Peazy.

    3. For the purposes of this section 16, the term “Confidential Information” shall mean all confidential and/or proprietary information of or relating to Peazy or its business (whether written, oral or otherwise), of any nature and in any form including, without limitation, all information regarding financial matters (including financial statements), marketing matters (including marketing plans) or technical matters, business plans, assets, sales, customers, suppliers, drawings, specifications, data, charts, designs, research, software, trade secrets, intellectual property, business processes, compositions, techniques, compilations, improvements, inventions, ideas, suggestions, computer programs and software, documents, know how, flow charts, and any other technical, business or financial information which is developed for or disclosed to the Service Provider, including any derivatives therefrom.

17. Applicable Law and Jurisdiction

    1. These Terms will be interpreted in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict-of-law provisions. You and we both consent to venue and personal jurisdiction of the Courts of the Province of Manitoba with respect to enforcing any arbitral decision pursuant to section 14 hereunder.

    2. Any cause of action brought by you against us must be instituted within one (1) year after the cause of action arises or be deemed forever waived and barred.

18. General Provisions

    1. Except as they may be supplemented by additional terms of services, policies, guidelines or standards, these Terms constitute the entire Agreement between Peazy and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Peazy and you in relation to the access to and use of the Peazy Platform.

    2. No joint venture, partnership, employment, or agency relationship exists between you and Peazy as a result of this Agreement or your use of the Peazy Platform.

    3. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

    4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

    5. Peazy’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

    6. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Peazy’s prior written consent. Peazy may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice.

    7. If you have any questions about these Terms please email us at [email protected] .