AV Junction Inc.
TERM OF SERVICE
AV Junction Inc. (“AV Junction” or “We”) owns and operates the AV Junction website, available at www.avjunction.com (“Website”), which we use to make available a marketplace through which AV companies (“AV Companies”) solicit for hire independent AV Professionals or teams of AV Professionals (a “Service Provider” when used independently as the context requires, and collectively with independent AV Professionals, “AV Professionals”) to provide audio/visual installation, programming and live event production services (“Platform”). AV Junction may also make available mobile applications (collectively, the “App”) to access the Platform from tablets, smart phones, and other mobile devices.
1. AV JUNCTION PLATFORM
1.1 Services. The Platform is a marketplace which (i) offers subscriptions to AV Companies through which the AV Companies solicit for hire AV Professionals to provide audio/visual installation, live event production, programming, sales, account management and administration services; and (ii) offers account registration to AV Professionals seeking hire by companies in need of audio/visual installation, live event production, programming, sales, account management and administration services (items (i) and (ii) collectively, the “Services”).
1.2 Terms of Service. These Terms of Service (the “Terms”) apply to all visitors and users of the Website, App and Services (“Users” or, as applicable “You”), including AV Companies and AV Professionals. AV Junction may modify these Terms at any time in our sole discretion by posting a notice on the Website or App. Any changes shall become effective thirty (30) days from the date an update is posted.
2. REGISTRATION AND PROFILE
2.1 Eligibility. You represent and warrant that You are the age of majority in Your jurisdiction, if You are using the Services on behalf of a company or Service Provider, You represent and warrant that You have full power and authority to act on behalf of the company or Service Provider, including without limitation, the authority to bind the company or Service Provider. By using the Website, App or Services on behalf of any company or on behalf of a Service Provider, You hereby represent and warrant that the individual accepting these Terms is duly authorized to accept the Terms on such third party’s behalf and such third party has the full power to enter into these Terms and perform its obligations hereunder.
2.2 Account. In order to use AV Junction Services, You must register for an account as either an AV Company or AV Professional (“Account”). You represent and warrant that all information as may be prompted by any registration forms (“Registration Data”) is accurate, current, and complete; and (b) You will not distribute your password to any other person, unless such person is part of your company or Service Provider.
2.3 Service Providers. If You are registering on behalf of a Service Provider, You agree that You are jointly and severally liable for all members comprising the Service Provider for all representations, warranties, covenants and obligations under these Terms.
2.5 Billing Information. Users shall provide valid credit card information or other acceptable payment information to register (collectively known as "Billing Information”), which shall be provided to AV Junction’s third-party payment processor (“Payment Processor”) and used for payment of fees owed under for any Services or use of the Platform, as applicable. Users shall promptly advise AV Junction if their Billing Information changes due to loss, theft, cancellation, expiry or otherwise, and Users shall be liable for any failure to pay Fees caused by out-of-date billing information (“Payment Failure”) AV Junction shall not be liable for any Payment Failure, and hereby disclaims all liability for any claim, actions, or charge relating to any Payment Failure.
2.6 Profile Page and Rating and Review Feature. AV Junction may collect feedback and ratings from AV Companies and AV Professionals about their experience working with other Users. AV Junction may use this feedback to provide other Users with information on AV Companies and AV Professionals. AV Junction may publish feedback and comments about Users on the Services so that Users may review and evaluate the experiences of other Users. AV Junction disclaims any liability for any such feedback, and expressly disclaims that feedback are the statements and opinions of third-parties, who are in no way associated with, employed or retained by AV Junction. If You have any concerns about the feedback that is published about You, please contact us at email@example.com.
3.1 AV Company Jobs. AV Companies seeking AV Professionals may use the Services to create and publish job pages (known as “Job Pages”) indicating the job description associated with the job (“Job”). Each Job Page shall state the scope of work, location of Job, estimated start date and estimated completion date. In addition, the Job Page may specify other terms and conditions for hire of any AV Professional. Once an AV Company has hired AV Professional(s) for a specific Job, the compensation information will be included on the Job Page.
3.2 Applications. AV Professionals can search and view Job Pages on AV Junction and submit applications for hire (“Application”). Once an AV Professional submits an Application, an AV Company may either accept or decline the Application and communicate via the App.
4. AV PROFESSIONAL CONTRACTS FOR SERVICE
4.1 Marketplace. Each AV Company agrees and acknowledges that it shall contract directly with any AV Professional they hire and shall be free to negotiate the terms. AV Professionals are independent contractors and not employees of AV Junction. AV Junction is not be a party to any agreements or Job Work Orders for Jobs. AV Junction may act to facilitate payments between AV Companies and AV Professional(s) but shall not act as a representative in any capacity for either party and AV Junction disclaims any and all responsibility for the actions of AV Company or AV Professional, and shall not be held liable for any action taken by any AV Company or AV Professional. For Users’ convenience, AV Junction may make available template Job Work Orders for use by AV Companies and AV Professionals. AV Junction is not liable for any use by AV Companies or AV Professional of Job Work Orders or other contract templates. Users should seek advice from legal counsel before entering into any Job Work Order.
4.2 Disclaimer. AV Junction has no control over the conduct of Users or the truth or accuracy of the information that Users post on AV Junction, including on Job Pages. AV Junction does not guarantee the true identity of any User. You are responsible for determining the identity and suitability of any person or entity You may contact by means of the Platform. All AV Professionals are independent third parties who (i) are not agents of AV Junction; and (ii) have no authority to bind or contract for AV Junction. Each AV Professional represents and warrants that it shall not hold itself out as having any authority to act for or on behalf of AV Junction. AV Junction does not endorse any persons who use or register for our Services.
4.3 Insurance. Each User represents and warrants that, at its sole cost and expense, it maintains appropriate insurance in accordance with industry standards and as required by law.
5. LICENSE; INTELLECTUAL PROPERTY
5.1 Reservation of Rights. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “AV Junction Content”), and all intellectual property rights related thereto, are the exclusive property of AV Junction and its licensors. Users agree not to use of the AV Junction Content for any purpose not expressly permitted by these Terms.
5.2 Feedback. You may choose to or we may invite You to submit comments or ideas about the Website, App, and Services, including but not limited to, about how to improve the Services or our products (“Comments”). By submitting any Comments, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place AV Junction under any fiduciary or other obligation. You further agree that AV Junction is free to use the Comments without any compensation to You, and AV Junction is free to disclose the Comments on a non-confidential basis or on any other basis, to anyone.
5.3 User Content. AV Junction does not claim ownership of the data, materials and/or content created, uploaded or otherwise transmitted by You through use of the AV Junction Website, App or Service, including but not limited to resumes, job descriptions, photos, graphics, designs, drawings, electronic documents and comments (“User Content”).
5.4 License to User Content. Users agree that by using the Website, Platform, App and/or Services, each User grants AV Junction a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of operating the Website, App and Services.
AV Junction may impose certain limitations on the use of the Website, Platform, App or Services, including, but not limited to restricting the number of accounts for which You may register, and/or imposing charges for certain features of the Services. You agree to use the AV Junction Website and the Services only for purposes as permitted by these Terms. AV Junction reserves the right to modify or impose any limitations on the use of the AV Junction Website, Platform, App and the Services at any time, with or without notice to You. AV Junction also reserves the right at all times to terminate any AV Companies’ or AV Professionals’ use of the Platform at any time without any liability whatsoever to the AV Company or AV Professional as the case may be. In using the Website, Platform and/or the Services, You agree not to:
(a) intentionally or unintentionally violate any of these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone;
(b) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Website, Platform, App or the Services;
(c) upload, post, email, transmit or otherwise make available any material that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- You do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
- contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
(d) or modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Website, Platform, App or any software provided by us;
(e) use the Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
(f) “stalk” or harass any other user of the Services or collect or store any information about any other user other than for purposes of transacting with one another;
(g) register for more than one user account or register for a user account on behalf of an individual other than Yourself;
(h) impersonate any person or entity, or falsify or otherwise misrepresent Yourself or Your affiliation with any person or entity;
(i) use automated scripts to collect information or otherwise interact with the Service or the Site;
(j) use AV Junction to find AV Professional for a Job and then complete the transaction offline in order to circumvent Your obligation to pay for the Service;
(k) submit any Job Page with a false or misleading compensation associated with the Job, or submit any Job Page with a compensation that You do not intend to honour; or
(l) advocate, encourage, or assist any third party in doing any of the foregoing.
Each of the Users, AV Professionals, and AV Companies (each an “Indemnifying Party”) agrees to defend, indemnify and hold AV Junction, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors (each an “Indemnified Party”) harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any content an Indemnifying Party creates, submits, posts, transmits, or otherwise makes available through the Website, Platform, App or Services; (b) Indemnifying Party’s use of the Website, Platform, App or Services; (c) any dealings between an Indemnifying Party and any persons whom it sends or otherwise transmits links or any content to using the Service, including without limitation claims relating to misrepresentation; (d) any violation by an Indemnifying Party of these Terms; (e) Indemnifying Party’s violation of any rights of another; (f) any claim, lawsuit, or levy brought by a third-party against an Indemnified Party for failure to pay any tax, import, or tariff obligation of an Indemnifying Party; or (g) Indemnifying Party’s violation of any contract it enters into with another User of the Service, Platform or Website. This obligation shall survive the termination or expiration of these Terms and/or each Indemnifying Party’s use of the Services, Platform, or Website.
8. TERM; TERMINATION
8.1 Termination by AV Junction. AV Junction may, at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of a User’s Account and/or access to the Website, Platform, App or Services. Any such termination or suspension shall be made by AV Junction in its sole discretion, and Users agree that AV Junction will not be responsible to a User or any third party for any damages that may result or arise out of such termination or suspension of a User’s Account and/or access to the Services, Website, or Platform.
8.2 Closing of Account by User. At any time a User may terminate and close the User’s Account, provided that the Account is in “good standing”. An AV Company’s Account will be considered to be in good standing if (a) there are no active Job Pages; (b) there are no active outstanding payments owed to AV Professionals; and (c) there are no outstanding fees owed to AV Junction. A AV Professional’s Account will be considered to be in good standing if (x) there are no active Jobs that have not been completed; and (y) there are no outstanding fees owed to AV Junction. If a User’s Account is not in good standing, but the User wishes to terminate and close the User’s Account, the User agrees to take all actions necessary to bring the User’s Account into good standing, including without limitation, the immediate payment of all outstanding fees owed to AV Junction; provided, however, User agrees and acknowledges that closing of the User’s Account shall not terminate any obligation that is indicated by these Terms to survive after the User’s Account is closed.
9. THIRD-PARTY CONTENT
9.1 Advertisements. You acknowledge and agree that the Website may contain advertisements from both AV Companies and from other third parties. If You elect to have any business dealings with anyone whose products or services may be advertised on the Website, You acknowledge and agree that such dealings are solely between You and such third party and You further acknowledge and agree that AV Junction shall not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings.
9.2 Links. The Website and App may contain links to other websites that are not owned or controlled by AV Junction. Users agree that in no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by AV Junction of that third party, third-party product or service. Users agree that AV Junction is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or App are subject to the terms and conditions of those websites and or services and You agree to be bound by and comply with those terms and conditions. The presence on the Website or App of a link to any other website(s) or any advertisements does not imply that AV Junction endorses or accepts any responsibility for the content or use of such websites, and You hereby agree to release AV Junction from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS
THE WEBSITE, PLATFORM, SERVICES AND APP ARE PROVIDED "AS IS" AND ON AN “AS AVAILABLE” BASIS. AV JUNCTION SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE WEBSITE, PLATFORM, APP AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE, PLATFORM, APP OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AV JUNCTION OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
11. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL AV JUNCTION BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE WEBSITE, PLATFORM, APP OR THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE, APP, OR PLATFORM, OR (V) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WHOM YOU SEND OR TRANSMIT ANY CONTENT TO USING THE SERVICE, WEBSITE, APP, OR PLATFORM, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AV JUNCTION’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIVE HUNDRED UNITED STATES DOLLARS ($500 USD) OR (B) AMOUNTS YOU HAVE PAID AV JUNCTION IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
12. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by the laws in effect in the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. Subject to the Arbitration terms below, the courts of the Province of Ontario located in Toronto shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the AV Junction Website or the Services and You consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that You may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Services must be filed within one (1) year after the cause of action arose or be forever barred.
13. ENTIRE AGREEMENT
14. ENGLISH LANGUAGE
It is the express wish of the parties that this agreement 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.
15. CONTACT US
If You have any questions about these Terms or if You wish to receive any additional information, provide feedback or raise any concerns in relation to the AV Junction Website, App or the Services, please contact us at: firstname.lastname@example.org.
Last Modified: May 30th, 2019