Terms and Conditions

Renovation Agreement


ACOUTERA INC.

TERMS OF USE

ACOUTERA INC. (“ACOUTERA”/“WE”/”US”/“OUR”) OWNS AND OPERATES THE WEBSITE LOCATED AT WWW.ACOUTERA.COM (THE “WEBSITE”) FOR USE WITH OUR PROPRIETARY
PLATFORM (COLLECTIVELY “SERVICES”) WHICH ENABLES PROPERTY OWNERS (“OWNERS”) TO OBTAIN QUOTATIONS AND ENTER INTO AGREEMENTS WITH RENOVATION CONTRACTORS
“CONTRACTORS”) FOR RENOVATION SERVICES IN THE SERVICED AREAS.
BY VISITING THE WEBSITE, CREATING AN ACCOUNT THROUGH THE WEBSITE OR OTHERWISE USING THE SERVICES, YOU INDICATE AND CONFIRM YOUR REVIEW AND ACCEPTANCE
OF THESE TERMS OF USE (“TERMS”).
IF YOU DO NOT ACCEPT THESE TERMS THEN DO NOT USE THIS WEBSITE OR ANY SERVICES.
THESE TERMS MAY BE AMENDED OR UPDATED BY US FROM TIME TO TIME WITHOUT NOTICE AND, THESE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT OR USE OF
THE SERVICES. WE WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO INFORM YOU OF ANY CHANGES TO THESE TERMS, INCLUDING ANY OR ALL OF POSTING A NOTICE ON THE WEBSITE; SENDING YOU AN EMAIL; VIA A LOGIN NOTIFICATION OR OTHERWISE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR REVIEW OF AND ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THE SERVICES FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS, UNLESS STATED OTHERWISE.
YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS.

1. REGISTRATION

1.1 The Services. The Services are available to (a) provide design services by Acoutera, either through the Site or on a consulting basis to produce bathroom and potentially other designs (“Designs”); (b) connect Contractors and Owners with respect to renovation services as set out in the Website from time to time(the “Serviced Area”), typically in connection with Designs; and © to allow eligible users who have created an account through the Website (“Users”): (i) to automatically provide quotes for the Designs (and potentially other) renovations in the Serviced Area (“Quotes”) if you are a Contractor; (ii) obtain Quotes in the Serviced Area if you are an Owner; and (iii) enter into a binding agreement between Contractor and Owner in respect of a Quote.


1.2 Important Note on Relationship between Acoutera, Contractors and Owners. Acoutera is not a Contractor, nor does it provide contracting or renovation services. As part of its business, Acoutera provides an online platform where Contractors and prospective Owners can connect, subject to these Terms. By using the Services you understand and acknowledge that Acoutera provides a marketplace that connects Contractors with Owners, and that Contractors are independent contractors and not employees of Acoutera. Contractors and Owners are solely responsible for complying with and enforcing any agreement that may be made between them through the Service. Acoutera reserves the right to remove any Owner or Contractor from the Services at Acoutera’s sole discretion. Except to the extent expressly provided in these terms, Acoutera is not responsible for any User’s conduct, including any Owner’s or Contractor’s, nor will we be responsible for or liable in any way for any act or omissions of Contractors, Owners or third party’s or for any damage however caused in connection with or in relation to any and all use of the Services. Acoutera does not endorse any Users. In addition, although these Terms require Users to provide accurate information, we do not attempt to confirm, and do not confirm, any User’s purported identity or other information provided by such User. You are responsible for determining the identity and suitability of others who you contact via the Services. Except as provided by these Terms we will not be responsible for any damage or harm resulting from your interactions with other Users.


1.3 Contractor Account Registration. In order to register for an account as a Contractor, you must provide such details, references and quality assurances that Acoutera may reasonably require on registration and from time to time thereafter. Registration as a Contractor may require that you also enter into a separate registration agreement with Acoutera.


1.4 Owner Account Registration. If you are registering for an account as an Owner, you must be at least eighteen (18) years old. You will be required to provide your name, date of birth, phone number, gender, identification and such other information as Acoutera may reasonably request. You may also need a valid credit card to pay for any services or goods purchased through or from us (see Payment Terms below for further information). The person registering for and opening an account is the “Owner” for the purposes of sections 4.2 below.


1.5 User Profiles. Once you have registered for the Services, you will be able to create a profile, including uploading a profile picture in the “about me” section of the platform. Your profile information will be visible to other Users of the Services, accordingly do not include information that you don’t want other Users to see. Any personal information that you provide in the registration process and when creating a profile will be treated in accordance with the terms of our Privacy Policy, which you must read carefully.


1.6 Service Updates, Changes and Limitations The Services change frequently, and their form and functionality may change without prior notice to you. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability. We may also from time to time, as we see fit, develop and provide updates for certain Services.


1.7 Service Monitoring and Suspension We may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or Content. We may also deactivate, terminate or suspend your account at any time: (1) if we, in our sole discretion, determine that you are or have been in violation of these Terms or the spirit thereof, (2) if we, in our sole discretion, determine that you have created risk or possible legal exposure for us or any other User, (3) in response to requests by law enforcement or other government agencies, (4) upon discontinuance or material modification of any Services, or (5) due to unexpected technical issues or problems. We will endeavour to notify you by email or at the next time you attempt to access your account after any such deactivation, termination or suspension.


1.8 Consent to Receive Communications. After signing up for an account, you may receive periodic email communications regarding the operations of our Services. You cannot opt out of receiving these communications while you continue to use our Services. You may also receive periodic promotions and other offers or materials that we believe might be of interest to you. You can opt out of receiving these promotional messages at any time by following the unsubscribe instructions contained in the message footer, or changing the email preferences in your account.


2. DESIGNS, QUOTES AND RENOVATION AGREEMENTS

2.1 Designs. Owners may engage Acoutera to create Designs, either through the online platform or through in-person consultancy services. Where you commission Acoutera to provide designs on a professional services basis, fees will be payable in respect of those Designs, which will include typically require you to pay 100% in advance. Through the Site or by using any other Designs created by Acoutera, including without limitation any colours, look and feel, specifications, coatings or other features of such Design, are prepared in good faith and in an effort to represent how the final renovations will appear. Acoutera makes reasonable efforts to ensure that no additional permits are required, and that all Designs will meet requisite building codes. However, Owners expressly acknowledge and agree that all Designs are indicative only, may not fully represent the final completed renovation works (“Works”), may require local building or other permits, and may not meet requisite building codes. In particular, but without limiting the foregoing, it is expressly acknowledged and agreed that:

  • (i) Designs produced solely through the online platform are, by their nature, generated by the software without full information on the details of the location where the Works are to be completed, and accordingly cannot by their nature be fully accurate;
  • (ii) colours and shading that appear in the Design may differ in the completed Works, whether due to the manner in which the Design is displayed on the User’s screen (including individual User’s settings in respect of online-only services which may affect colour displays), changes in products referenced for the purpose of the Design, or otherwise;
  • (iii) products used in the Design are subject to change by manufacturers, whether in respect of design, availability, colouring or otherwise; and
  • (iv) completed Works are subject to the agreement between the Owner and the Contractor and the conduct of both Owner and Contractor, over which Acoutera has no control.
  • Accordingly, Acoutera presents all Designs on an “as-is” basis and makes absolutely no representation or warranty that the completed Works will match the Design or any other requirements or specifications of Owners. Further, in providing the in-person Design services, Acoutera staff or contractors will require access to Owner’s premises for the purpose of taking measurements and consulting with Owner. Owner agrees to grant access to Acoutera’s personnel at the time agreed with Acoutera, and shall be responsible for ensuring a safe and compliant environment for any such personnel. Owner shall indemnify Acoutera for any injury that Acoutera personnel may suffer on Owner’s premises due to Owner’s negligence or default. Failure to meet Acoutera personnel at an agreed time and location may result in additional fees being charged.

2.2 Quotes. Where an Owner completes a Design through the Service or otherwise requests a quote from Acoutera, Acoutera will provide the Quote which will include an estimate of the fees payable to complete the Works required to implement the Design, including the materials set out in the Design. All Quotes are subject to change, including without limitation due to changes in price of any materials included in any Quote.


2.3 Products. An Owner may elect to purchase the physical goods (“Goods”) required to implement a Design (including without limitation tiles, fittings and other components as may be specified in the Design). All Goods are manufactured by third party providers and are provided as-is by Acoutera without separate warranty. Unless otherwise indicated at the time of purchase, the full price of Goods must be paid at the time of purchase.


2.4 Owner-Contractor Agreements. In the event that an Owner wishes to proceed with a Quote, the Service will automatically recommend a Contractor to Owner through the Service. Owner may accept such Contractor or may request an alternate Contractor. Where Owner accepts such Contractor and requests that such Contractor complete the Works set out in the Quote, Contractor may confirm such request through the Service. Acceptance by Contractor may be automatically processed through the Service or may require separate confirmation by Contractor, as indicated through the Service to Owner at the time of confirmation. ANY SUCH AGREEMENT AS BETWEEN OWNER AND CONTRACTOR SHALL BE A SEPARATE AGREEMENT AS BETWEEN OWNER AND CONTRACTOR AND SHALL NOT INCLUDE ACOUTERA AS A PARTY. THE TERMS OF SUCH AGREEMENT SHALL INCORPORATE THE OWNER-CONTRACTOR AGREEMENT SET OUT AT [INSERT URL] UNLESS OTHERWISE EXPRESSLY AGREED BETWEEN OWNER AND CONTRACTOR. THIS APPLIES EVEN WHERE THE CONTRACTOR IS A SUBSIDIARY OR OTHER AFFILIATE OF ACOUTERA, AS MAY BE THE CASE FROM TIME TO TIME.
PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE ENTERING INTO OF OWNER-CONTRACTOR AGREEMENT. ACOUTERA CANNOT AND DOES NOT CONTROL THE RELATIONSHIP BETWEEN OWNER AND CONTRACTOR, OR THE SERVICES PROVIDED BY ANY CONTRACTOR. ACOUTERA IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL WORKS OR OTHER ACTIONS OF ANY CONTRACTOR OR OWNER. ACCORDINGLY, ANY AGREEMENT IN RESPECT OF WORKS BETWEEN ANY CONTRACTOR AND OWNER WILL BE MADE AT THE OWNER’S AND CONTRACTOR’S OWN RISK.


By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular Users or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal or financial remedy from Acoutera with respect to such actions or omissions.


3. FEES AND PAYMENT TERMS

3.1 Security Deposit. For any bookings, a Contractor may require the Owner to pay a security deposit at the time of booking (“Security Deposit”), which amount shall be determined by the Contractor. The Security Deposit will be charged to the Owner’s credit card and held by Acoutera for release to Contractor. Otherwise all payment obligations are between Contractor and Owner directly.


3.2 Planning Fees and payment for Goods. Payments for design and planning Services will be 100% at time of booking, unless otherwise agreed in writing. Payments for Goods are at the time of ordering unless otherwise agreed in writing. You irrevocably authorize us to deduct payment from your credit card or other payment service whose details you provide.


3.3 Taxes. If any fees are payable, then such are exclusive of tax. Where applicable, taxes (including without limitation sales tax, goods and services taxes, and other similar municipal, provincial/state or federal or any withholding and personal or corporate income taxes, collectively, “Taxes”) may be added to the fees. Users and not Acoutera are responsible for determining their tax obligations and for paying any and all applicable taxes, and ensuring compliance with all applicable tax requirements, including income tax, sales tax, value added tax, and any other federal, provincial and/or municipal taxes that may apply to a particular transaction. Acoutera may collect applicable Taxes charged to an Owner on behalf of the Contractor, provided the Contractor has submitted to Acoutera its tax number and any other relevant information requested by Acoutera. Contractors are ultimately responsible for collecting and remitting all Taxes.


3.4 Fraudulent Transactions. We have the right to suspend the processing of any transaction where we reasonably believe that the transaction may be fraudulent, illegal or involves any criminal activity. If a User challenges a transaction or payment, such User agrees to assist us in complying with any laws and credit card or financial institution rules or policies.


4. LICENSE TERMS

4.1 User Content. All information, data, text, software, graphics, video, messages or other materials, including without limitation photos of the Pools, Pool listing information, pricing information and User contact information, whether publicly posted or privately transmitted to the Website by Users (“User Content”), is the sole responsibility of such Users. This means that the User, and not Acoutera, is entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. Acoutera does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are inaccurate, offensive, indecent or objectionable. Under no circumstances will Acoutera be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.


4.2 User Content License. By submitting, posting or displaying User Content on or through the Service, you grant us (and our agents) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content for the purpose of providing the Services. Acoutera will not be responsible or liable for any use of User Content in accordance with these Terms and subject to our Privacy Policy to the extent applicable to User Content at issue. By submitting, posting or displaying User Content on or through the Service the User represents and warrants that they have all the rights, power and authority necessary to grant the rights granted herein to any User Content that they submit.


4.3 End User License. The Website, Services and the information and materials contained therein (except for information and material provided by Users of the Services), are the property of Acoutera and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms, we grant Users a non-transferable, non-exclusive, license to use the Website for their personal use (the “License”). Nothing in the Terms gives you a right to use the brand names, trademarks, logos, domain names, and other distinctive brand features we provide the Services under without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website shall be subject to the terms of these Terms.


4.4 Feedback. If you provide us with any suggestions, comments or other feedback relating to any aspect of the Website and/or Services (“Feedback”), we may use such Feedback in the Website and Service and/or in any other products or services (collectively, “Acoutera Offerings”). Accordingly, You agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to us, © Acoutera (including all of its successors and assigns and any successors and assigns of any of the Acoutera Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Acoutera Offerings, and (d) You are not entitled to receive any compensation or reimbursement of any kind in respect of the Feedback.


5. IMPORTANT DISCLAIMERS AND LIMITATION OF LIABILITY

5.1 No verification; endorsement. Because we do not supervise or control interactions between Owners and Contractors, and because Acoutera cannot guarantee the true identity, age, nationality of Contractors or Owners, and because we have very limited control, if any, over the legality, truthfulness or accuracy of various aspects of the Website or Services and the User Content contained therein, you agree that you bear all risk and you agree to release Acoutera (and their officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) (actual and consequential) from any liability, responsibility cost, expense or other damage of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with Your use of the Services, the interactions and transactions between Owners and Contractors, Your third party transactions, and our resolution of any disputes between Owners and Contractors. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.


5.2 Service Disclaimer. Except as expressly provided herein Acoutera provides a platform only, and expressly disclaims any and all liability related to your interaction with, or receipt of services from Contractors or Owners (as applicable) including any theft, loss or damage to your property, including Pools.
You acknowledge the Internet is not a secure medium and privacy cannot be assured. Internet data transmission, including without limitation personal information and payment information, is vulnerable to interception and forging. We will not be responsible for any damages you or any third party may suffer as a result of the transmission of confidential information that you make available to us through the Internet, or that you expressly or implicitly authorize us to make, or for any errors or any changes made to any transmitted information.


5.3 LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED HEREIN IN NO EVENT SHALL ACOUTERA BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT (INCLUDING BREACH OF THESE TERMS), TORT, NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE OR ACCESS TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTIONS, LOST OPPORTUNITIES, THEFT, DAMAGE TO OR LOSS OF YOUR PERSONAL PROPERTY WHILE IT IS BEING STORED BY A CONTRACTOR OR OWNER AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
EXCEPT AS EXPRESSLY PROVIDED HEREIN ACOUTERA IS NOT RESPONSIBLE FOR

  • (I) LOSSES NOT CAUSED BY OUR BREACH OF CONTRACT OR NEGLIGENCE, INCLUDING, WITHOUT LIMITATION, LOSSES FROM FRAUDULENT TRANSACTIONS AND LOSS, DAMAGE, INJURY OR THEFT OF PERSONAL PROPERTY INCLUDING ARISING IN THE COURSE OF ANY WORKS;
  • (II) THE ACTIONS, INACTIONS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY USERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OF EXPENSES RESULTING THEREFROM;
  • (III) THE ACTIONS, INACTIONS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF CONTRACTORS OR OWNERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM;
  • (IV) INDIRECT LOSSES (WHICH MEANS LOSS TO YOU WHICH IS A SIDE EFFECT OF THE MAIN LOSS OR DAMAGE AND WHERE WE COULD NOT HAVE REASONABLY ANTICIPATED THAT TYPE OF LOSS ARISING AT THE TIME OF ENTERING INTO THIS AGREEMENT);
  • (V) FAILURE TO PROVIDE OR TO MEET ANY OF OUR OBLIGATIONS UNDER THESE TERMS WHERE SUCH DELAY, CANCELLATION OR FAILURE IS DUE TO EVENTS BEYOND OUR CONTROL (E.G., A NETWORK FAILURE, INTERNET DELAYS, REROUTING ACTS OF ANY GOVERNMENT OR AUTHORITY, ACTS OF NATURE, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, WEATHER, OR ROAD CONDITIONS AND BREAKDOWNS);
  • (VI) IF FOR ANY REASON, ALL OR ANY PART OF THE SERVICES ARE UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD; OR
  • (VII) ANY USER’S BREACH OF ANY APPLICABLE LAW, RULE, REGULATION, BY-LAW;
  • (VIII) THE BREACH OF ANY AGREEMENT BETWEEN OWNERS AND CONTRACTORS;
  • (IX) THE BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY A USER IN CONNECTION WITH THE SERVICES; OR
  • (X) LOSSES INCURRED BY YOU OR ANY THIRD PARTY ARISING IN CONNECTION WITH YOUR FAILURE TO OBTAIN ADEQUATE INSURANCE COVERAGE FOR THE Pool BOOKING.
    EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS EXPRESSLY SET FORTH IN THESE TERMS OR IN ANY SEPARATE WRITTEN AGREEMENT BETWEEN ACOUTERA AND A USER, IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING FROM OR IN CONNECTION WITH THESE TERMS AND/OR YOUR USE OF THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY AGREEMENT BETWEEN A CONTRACTOR AND OWNER THROUGH THE SERVICES, ANY OTHER USE OF, OR INABILITY TO USE, THE SERVICES OR ANY CONTENT PROVIDED THROUGH THE SERVICES, OR YOUR INTERACTIONS WITH ANY OTHER USERS THROUGH THE SERVICES OR ARISING FROM YOUR USE OF THE SERVICES) EXCEED THE GREATER OF (1) THE AMOUNT YOU HAVE PAID IN FEES TO ACOUTERA IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE TWELVE-MONTH (12-MONTH) PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY OR (2) ONE HUNDRED DOLLARS ($100).
    THE FOREGOING LIMITATIONS OF LIABILITY ARE FUNDAMENTAL TO THE AGREEMENT BETWEEN YOU AND ACOUTERA AS SET FORTH IN THESE TERMS. SOME JURISDICTIONS PRECLUDE OR LIMIT THE LIMITATION OF LIABILITY FOR CERTAIN CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES – TO THE EXTENT SUCH LIMITATIONS ARE APPLICABLE TO YOU IN CONNECTION WITH YOUR ENTRY INTO THESE TERMS, THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

5.4 DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ‘AS IS’ AND WE MAKE NO REPRESENTATION, WARRANTY OR CONDITION, EITHER EXPRESSED OR IMPLIED, OR OTHERWISE, INCLUDING ANY REPRESENTATION, WARRANTY OR CONDITION THAT THE WEBSITE, CONTENT OR ANY SERVICES WILL BE ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY SERVICES WILL OTHERWISE MEET YOUR NEEDS, REQUIREMENTS OR EXPECTATIONS. ANY STATUTORY WARRANTIES AND CONDITIONS ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW AND YOU HEREBY WAIVE THE BENEFIT OF ANY STATUTORY WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOUR USE OF THE SERVICES AND THE WEBSITE IS ENTIRELY AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ACOUTERA OR THROUGH THE SERVICES OR COLLECTIVE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.


6. INDEMNITY

You shall indemnify, defend, and hold Us (including our officers, directors, agents, contractors, servants and employees) harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, and/or judgments (collectively “Claims”), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from us by reason of any Claim arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property caused by any act, error or omission, or misconduct by you; (b) violation of any law or regulation by you (including, without limitation, any privacy or personal information protection law or regulation); © breach of any warranties or material terms of this Agreement by you (d) your access to or use of the Services; (e) any User Content you post or transmit to the Website; (f) your (i) interactions with any other user of the Services, or (ii) any Works.


7.GENERAL TERMS

7.1 Termination. We may, under certain circumstances and without prior notice, immediately terminate your ability to access the Services or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or any other agreement that you may have with us (including, without limitation, for non-payment of any fees owed in connection with the Services or otherwise owed by you to us), (b) requests by law enforcement or other government agencies, © a request by you, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by you, directly or indirectly, in fraudulent or illegal activities. Termination of your access to the Website may also include removal of some or all of the materials uploaded by you. You acknowledge and agree that all terminations may be made by us in our sole discretion and that we shall not be liable to you or any third-party for any termination of your access to the Website or for the removal of any of the materials uploaded by you to the Website. Any termination of these Terms of Use by us shall be in addition to any and all other rights and remedies that we may have.


7.2 Availability & Updates. We may alter, suspend, or discontinue the Website and/or Services at any time and for any reason or no reason, without notice. The Website and/or Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. We may periodically add or update the information and materials made available through the Services without notice.


7.3 Security. Information sent or received over the Internet is generally insecure and we cannot and do not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that you use to access the Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. We will not be liable for any loss or damage arising from your failure to comply with these requirements.


7.4 Entire Agreement; Enforceability; No Waiver; Governing Law; Venue. These Terms and any documents referenced herein constitute the entire agreement between the parties relating to the Website and Service and all related activities. These Terms shall not be modified except by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of us to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by us must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. We may assign these Terms of Use without restriction. The Terms of Use shall be governed by the laws of the Province of British Columbia without regard to choice of law principles. You and we agree to submit to the personal jurisdiction the courts of appropriate jurisdiction in Vancouver, British Columbia, Canada for any actions.


7.5 English Language. It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.


7.6 Contact. If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Website or Services, please contact us at [hello@acoutera.com]
Last Updated: Nov 23 2021