Last Updated: January 30th, 2024
Please read these terms of service (this “Agreement”) carefully. This Agreement constitutes a legal agreement between Terminal Technologies Inc. and its representatives and affiliates (collectively, “Terminal”, “we”, “us” or “our”) and you and/or the entity you represent, as applicable (“you” or “your”). By acknowledging this Agreement and/or accessing the Site (as defined below), you expressly acknowledge that you have read, understand and agree without limitation or qualification to be bound by this Agreement and you accept all of its terms.
1. This Agreement
1.1 Acceptance of this Agreement
By accessing any of the websites located at www.withterminal.com, dashboard.withterminal.com, docs.withterminal.com or related links and webpages (collectively, the “Site”), accessing any information, function, feature, application, product or service made available on the Site, or registering an account with the Site, you are a “User” and you hereby represent and warrant that:
Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, personally or on behalf of the Entity, as applicable, you may not access or use (or continue to access or use) the Site.
Terminal reserves the right, at our sole discretion, to change or modify the terms of this Agreement at any time, effective upon posting an updated version of this Agreement on the Site. If material changes are made to this Agreement, we will use commercially reasonable efforts to notify you via email or other reasonable means. You should regularly review this Agreement, as any continued use of the Site after the date that an updated version of this Agreement become effective constitutes your agreement. In the event that you do not accept an updated version of this Agreement, your sole and exclusive remedy is to cease your access and use of the Site.
2. The Site
2.2 Modifications to the Site
Terminal reserves the right, but not the obligation, to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that Terminal shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or any loss or damage arising therefrom.
2.3 Account Registration and Security
You are responsible for maintaining the confidentiality of your password and account and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Terminal of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you securely log off from your account at the end of each session when accessing the Site. Terminal will not be liable for any loss or damage arising from your failure to comply with this Section.
2.5 Prohibited Access and Use of the Site
You may not access, use or register an account on the Site if you are temporarily or permanently suspended from the Site, if you are our direct competitor and for any other reason as determined in Terminal’s sole discretion from time to time, including for breach of this Agreement. Terminal may temporarily or permanently suspend or terminate any account, at any time, in its sole discretion.
3. Conditions of Use
3.1 User Conduct
You are solely responsible for all descriptions, pictures, listings, information, data, text, music, sounds, graphics, videos, messages or other materials that you upload, post, publish, send or display (hereinafter, “upload”) or otherwise use or generate through the Site (“User Content”). Provided below are examples of the kind of User Content and/or uses of the Site that are illegal or prohibited by Terminal. Terminal reserves the right to investigate and take appropriate action, including but not limited to legal action, against anyone who, in Terminal’s sole discretion, violates this Section, including but not limited to, removing the offending User Content from the Site, suspending or terminating the offending account and reporting you to law enforcement authorities.
You agree to not use the Site to:
3.2 User Representations, Warranties and Agreements
You represent and warrant that:
3.3 International Use
Canada and the United States control the export of products and information. By accessing or using the Site, you expressly agree that you are not in a country where such access is prohibited and are not a person or entity for which such access is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding access to, and use of, the Site.
4. Intellectual Property Rights and License
4.1 Terminal IP
Terminal alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Site, all content contained therein (excluding User Content) and all technology and software underlying the Site or distributed in connection therewith (the “Terminal Technology”) as well as the collective ideas, know-how, inventions, methods, or techniques developed or conceived as a result of providing access to the Site, including any derivative works, improvements, enhancements and/or extensions made to the Site and any information reflecting the access or use of the Site by or on behalf of any User, including but not limited to visit-, session-, impression-, click through- or click stream-data and any statistical or other analysis, information or data based on or derived from any of the foregoing (the “Usage Data”).
The Terminal name and logos are trademarks and service marks of Terminal (collectively, the “Terminal Trademarks”). Nothing in this Agreement or contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Terminal Trademarks without our prior written consent in each instance, which may be withheld in our sole discretion. All goodwill generated from the use of Terminal Trademarks will inure to our exclusive benefit. Other names and logos used and displayed on the Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Terminal.
“Terminal IP” means the Terminal Technology, Usage Data and Terminal Trademarks (but does not include User Content).
Except as expressly authorized by Terminal, you agree not to modify, copy, frame, scrape, rent, lease, loan, distribute, sell, re-sell, create derivative works of, reverse engineer, reverse assemble or otherwise attempt to discover the source code of, transfer any right in or, generally, do any of the foregoing with respect to the Terminal IP, in whole or in part. In connection with your use of the Site, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Terminal from accessing the Site (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking, including by masking your IP address or using a proxy IP address. Any use of the Site or Terminal IP other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Terminal.
4.2 Terminal Grant of License
During the term of this Agreement and in accordance with this Agreement, Terminal grants to its Users a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to permit Users to access and use the Site solely for the User’s internal business purposes.
4.3 User Content
The User retains all right, title and interest, including all related intellectual property rights, in and to its own User Content (unless specified otherwise).
You acknowledge and agree that it is necessary for Terminal to collect, use, disclose and store User Content for purposes of providing and improving the Site. You further agree that Terminal may preserve and disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable law or government requests; (b) enforce this Agreement; (c) respond to claims that any User Content violates the rights of third parties; and (d) protect the rights, property or safety of Terminal, its Users and the public. You understand that the technical processing and transmission of the Site, including your User Content, may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site (“Submissions”) provided by you to Terminal are non-confidential and non-proprietary, and Terminal will be entitled to the unrestricted use and dissemination of such Submissions for any purpose, commercial or otherwise, without notice, acknowledgment or compensation to you.
4.4 User Grant of License
5. Third Party Interactions
5.1 Third Party Content
Under no circumstances will Terminal be liable or responsible in any way for any content or materials of any third party (including User Content) (“Third Party Content”), including but not limited to any errors or omissions in any Third Party Content or any loss or damage of any kind incurred as a result of the use of or reliance upon any such Third Party Content. You acknowledge that Terminal does not pre-screen Third Party Content, but that Terminal and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any Third Party Content that is made available through the Site. Without limiting the foregoing, Terminal and its designees will have the right to remove any Third Party Content that breaches this Agreement or is deemed by Terminal, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Third Party Content, including but not limited to any reliance on the accuracy, completeness or usefulness of such Third Party Content.
5.2 Third Party Sites and Resources
The Site may provide, or third parties may provide, links or other access to third party sites and resources on the internet. Terminal has no control over such third party sites and resources and Terminal is not responsible for and does not endorse such third party sites and resources. You further acknowledge and agree that Terminal will not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods or services available on or through any such third party site or resource. Any dealings you have with third parties found while using the Site are between you and the third party, and you agree that Terminal is not liable for any loss or claim that you may have against any such third party.
6. Disclaimer of Warranties
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TERMINAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TERMINAL MAKES NO WARRANTY THAT (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE CONTENT AND MATERIALS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE, RELIABLE OR COMPLETE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS.
7. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TERMINAL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TERMINAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (A) THE ACCESS OR USE, OR THE INABILITY TO ACCESS OR USE, THE SITE; (B) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS CONTAINED ON THE SITE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (E) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT WILL TERMINAL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF: (X) THE AMOUNT YOU HAVE PAID TERMINAL IN THE LAST SIX (6) MONTHS; AND (Y) ONE HUNDRED CANADIAN DOLLARS ($100 CAD).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
8. Indemnity and Release
You agree to release, indemnify and hold Terminal and each of their officers, employees, directors and agents harmless from any and all losses, damages, expenses (including reasonable legal fees), rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Site, any User Content, your connection to the Site and your violation of this Agreement, applicable law or the rights of any other person.
9. Dispute Resolution
9.1 Agreement to Arbitrate
Except where prohibited by applicable law, you agree that any and all disputes, controversies or claims that arise from, relate to, or are connected with this Agreement or your access to or use of the Site, shall be resolved exclusively through final and binding arbitration, rather than a court. By agreeing to this Agreement, you agree that you and Terminal are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The statute(s) respecting arbitrations of the jurisdiction in which you reside governs the interpretation and enforcement of this Section. Unless both you and Terminal agree otherwise, the arbitrator may not consolidate or join multiple claims or proceedings into an arbitration, and may not preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the party that commenced the arbitration and only to the extent necessary to provide relief necessitated by that party’s individual prayers for relief.
9.2 Arbitration Procedures
Arbitration will be conducted by a single neutral arbitrator in accordance with the ADR Institute of Canada’s (“ADRIC”) rules and procedures (the “ADRIC Rules”), as modified by this Section. If there is any inconsistency between any term of the ADRIC Rules and any term of this Section, the applicable terms of this Section will control. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, jurisdiction, and arbitrability of claims arising from, relating to, or connected with this Agreement or the User’s access to or use of the Site. The arbitrator can award the same damages and relief on an individual basis that a court can award to an party under this Agreement and applicable law. Unless you and Terminal agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location for the arbitration hearings, the determination shall be made by ADRIC or the arbitrator, if one has been appointed. If your claim is for $10,000 or less, Terminal agrees that you may choose whether the arbitration will be conducted in writing, through a telephonic hearing or by an in-person hearing. If your claim exceeds $10,000, the method of hearing will be determined by the arbitrator. Regardless of the method in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision and arbitral award sufficient to explain the essential findings and conclusions on which the award is based. Arbitral awards rendered by the arbitrator shall not be subject to any appeal, whether on questions of law, fact, or mixed fact and law, unless an appeal from the arbitral award is specifically permitted pursuant to applicable law.
9.3 Costs of Arbitration
Each party shall bear their own costs of an arbitration.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Notwithstanding the foregoing in this Section, the parties to this Agreement may:
The parties agree that the law governing this Agreement and any dispute, claims, or controversies arising out of or related to this Agreement, excluding conflict of laws rules, shall be the laws of Ontario and the laws of Canada applicable therein.
If a court or the arbitrator decides that any term or provision of this Section is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section shall be enforceable as so modified.
10.1 Termination by Terminal
You agree that Terminal, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Site and remove and discard any content (including User Content) associated with your account contained on the Site, for any reason, including but not limited to for lack of use or if Terminal believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your access to or use of the Site may be referred to appropriate law enforcement authorities. Terminal may also, in its sole discretion and at any time, modify or discontinue the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any section of this Agreement may be affected without prior notice, and you acknowledge and agree that Terminal may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that Terminal will not be liable to you or any third party for any termination of your access to the Site.
The following sections will survive the termination of this Agreement: Sections 2 (The Site), 4 (Intellectual Property Rights), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Indemnity and Release), 9 (Dispute Resolution), 10 (Termination) and 11 (General).
This Agreement constitutes the entire agreement between you and Terminal and governs your access to and use of the Site, superseding any prior agreements between you and Terminal with respect to the Site. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Terminal agree to submit to the personal and exclusive jurisdiction of the provincial and federal courts located within Toronto, Ontario. The failure of Terminal to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Agreement without the prior written consent of Terminal, but Terminal may assign or transfer this Agreement, in whole or in part, without restriction. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Site may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the Site.
12. Contact Us
Please contact us at the following addresses to report any violations of this Agreement or to pose any questions regarding this Agreement or the Site.