TERMS AND CONDITIONS

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. CITY EXPERTS AND CLIENTS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE CITIES.



Key Terms Spritely provides an online platform that connects City Experts and newcomers/tourists to the city to provide relocation and tourism services (collectively, the “Services”), which Services are provided are accessible at www.gospritely.com and any other websites through which Spritely makes the Services available (collectively, the “Site“) and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the “Application“).

If you are using the Site, Application or Services, these Terms of Service govern the relationship between you and Spritely Technologies Inc. Any and all payments and payouts conducted through or in connection with the Site, Application or Services provided by Spritely Technologies Inc. are subject to the “Payments Terms” below.

“Chat” means the conversation between the City Expert and Client, using the interface provided on the Site and in the Application, that becomes the Contract for providing services.

“City Expert” means a Member who creates a Profile to provide Services via the Site, and/or Application and Services. City Experts are not actual experts on any of the Services they provide, unless otherwise stated. City Experts are knowledgeable citizens that can convey relevant information about their region to newcomers / tourists, and can only make recommendations and suggestions on what would best serve Clients.

“Client” means a Member who requests from a City Expert a Contract of a Service via the Site or Application.

“Collective Content” means Member Content and Spritely Content.

“Communication” means an email, chat message via the Application, or text message.

“Content” means text, graphics, images, music, software (excluding the Application and associated assets), audio, video, information or other materials.

“Contract” means an agreement between the City Expert and the Client to provide the Services agreed upon in the Site or Application.

“Contract Request Period” means the time period starting from the time when a Contract is requested by a Client, within which a City Expert may decide whether to confirm or reject that Contract request, as stated on the Site, Application or Services. The Contract Request Period will be two days (48 hours), and may be amended by Spritely in its sole discretion.

“Member” means a person who completes Spritely’s account registration process, including but not limited to City Experts and Clients, as described under Account Registration below.

“Member Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Profile or Spritely promotional campaign to be made available through the Site or Application.

“Profile” means the online page a Member creates that includes personal interests, the Services they seek/provide or other relevant information.

“Services” means one of the offerings from a City Expert that a Client can request a Contract for.

“Spritely Content” means all Content that Spritely makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.

“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), or fees that service providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.

Terms of Service
By using the Site, Application or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms“), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below) and constitute a binding legal agreement between you and Spritely. Please also read carefully our Privacy Policy.

In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH CITY EXPERTS MAY CREATE PROFILES TO PROVIDE SERVICES AND CLIENTS MAY LEARN ABOUT AND BOOK SERVICES DIRECTLY WITH CITY EXPERTS. YOU UNDERSTAND AND AGREE THAT SPRITELY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CITY EXPERTS AND CLIENTS, NOR DOES SPRITELY PROVIDE PROFESSIONAL SERVICES IN HOUSE HUNTING, FURNITURE OR CAR SHOPPING, TOURIST INFORMATION, OR ANY OTHER SERVICES PROVIDED BY CITY EXPERTS. ALL SUCH SERVICES ARE RECOMMENDATIONS PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY SPRITELY OR ANY OF ITS AFFILIATES. SPRITELY HAS NO CONTROL OVER THE CONDUCT OF CITY EXPERTS, CLIENTS AND OTHER USERS OF THE SITE OR APPLICATION AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF YOU CHOOSE TO CREATE A PROFILE ON SPRITELY, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH SPRITELY IS LIMITED TO BEING A MEMBER AND/OR AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF SPRITELY FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF SPRITELY. SPRITELY DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR PROFILE, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR PROFILE, OR ANY OTHER MATTERS RELATED TO ANY SERVICE THAT YOU PROVIDE EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS AND THE COMMUNITY GUIDELINES. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF SPRITELY, INCLUDING BY INAPPROPRIATELY USING ANY SPRITELY INTELLECTUAL PROPERTY.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT.

If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Modification
Spritely reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application and/or provide you notice of the modification by email. We will also update the “Last Updated” date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access to or use of the Site, Application or Services will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services. If you do not close your Spritely Account you will be deemed to have accepted the changes.

Eligibility
The Site, Application and Services are available to persons that are of the age of majority in the jurisdiction in which the Site, Application and Services are used. By accessing or using the Site or Application you represent and warrant that you are the age of majority in the jurisdiction in which you are using the Site, Application and Services.

Where the Site, Application and Services are used as part of a transaction involving multiple jurisdictions (e.g. a citizen of Country A accesses the Site in Country B and makes a Contract with a City Expert located in Country C), you represent and warrant that you are the age of majority in all of the relevant jurisdictions (in the example above, each of Countries A, B and C). You are responsible for determining the age of majority in each relevant jurisdiction.

We may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports. If you agree to these Terms, you warrant that you do not have a criminal record.

How the Site, Application and Services Work
The Site and Application can be used to facilitate the Contract of Services. Such Services are included in a Member’s Profile on the Site and Application by City Experts. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book a Service or create a Profile, you must first register to create a Spritely Account (defined below). Unless explicitly specified otherwise in the Spritely platform, Spritely’s responsibilities are limited to facilitating the availability of the Site, Application and Services.

Please note that, as stated above, the site, application and services are intended to be used to facilitate city experts and clients connecting and booking services directly with each other. SPRITELY CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY PROFILE OR ANY OTHER MEMBER CONTENT. SPRITELY IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY, HOWEVER CAUSED, RELATED TO ANY AND ALL SERVICES PROVIDED BY CITY EXPERTS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER’S OWN RISK.

Account Registration
In order to access certain features of the Site and Application, and to book services or create a Profile, you must register to create an account (“Spritely Account“) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.

You can also sign up and login by connecting with an email or social networking account (including, but not limited to, Facebook and Gmail; each such account, a “Third-Party Account“), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Spritely Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Spritely through the Site, Services or Application; or (ii) allowing Spritely to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Spritely makes no effort to review any content associated with Third-Party Accounts for any purpose, including but not limited to accuracy, legality or non-infringement, and Spritely is not responsible for any content associated with Third-Party Accounts.

Your Spritely Account and your Spritely Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via a Third-Party Account as described above. You may not have more than one active Spritely Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Spritely reserves the right to suspend or terminate your Spritely Account and your access to the Site, Application and Services if you create more than one Spritely Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.

Unless expressly authorized by a specific feature on Spritely, you are not permitted to share your Spritely Account with anyone or allow others to access or use your Spritely Account. You agree that you will take sole responsibility for any activities or actions under your Spritely Account, whether or not you have authorized such activities or actions. You will immediately notify Spritely of any unauthorized use of your Spritely Account.

The Services
The services provided by Spritely constitute a technology platform that enables users of the Site or Application to arrange and schedule transportation, relocation, social, tourism and/or logistics services with other users.

As a City Expert, you may create a Profile of your interests, languages spoken, and Services you are able to provide. To create a Profile, you will be asked a variety of questions including, but not limited to: name; occupation; nationality; languages spoken; proof of license and vehicle insurance; as well as pricing and financial terms. The Services that you may highlight in your Profile include:


Profiles will be made publicly available via the Site, Application and Services. You understand and agree that once a Client requests a Contract of your services, you may not request the Client to pay a higher price than in the Contract request. Once the City Expert receives a Contract request, the City Expert and Client will be able to chat through Spritely’s Application or Site. The Services provided and Payment must comply with the Contract. City Experts and Clients are not to make any deals outside of the Spritely Application or Site. If any changes are to be made to the Contract, it must be done through Spritely’s Application or Site. Please note that Spritely assumes no responsibility for a City Expert’s failure to comply with any agreements with or duties to third parties, applicable laws, rules and regulations. If a Client requests a Contract of your Service, any agreement you enter into with such Client is between you and the Client and Spritely is not a party to it.

Subject to your compliance with these Terms, Spritely grants Members with a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Site or Application on your personal device solely in connection with your use of the Services, and (ii) access and use any content, information and related materials that may be made available through the Services.

As a Client, you will be able to request a Contract of a City Expert’s Service via the Site or Application based upon the information provided in their Profile. Spritely recommends that you always exercise due diligence and care when deciding whether to utilize City Expert’s services, or to have any other interaction with any other Member. Spritely is not responsible for any damage or harm resulting from your interactions with other Members, however caused. All Members agree to comply with all applicable laws when using the Services, and Members may only use the Services for lawful purposes.

By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Spritely with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site or Application regarding any Contracts made by you. This limitation shall not apply to any claim by a City Expert against Spritely regarding the remittance of payments received from a Client by Spritely on behalf of a City Expert, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.

Communication
By creating an Account, you agree that the platform may send you informational text (SMS) messages or e-mails as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages or e-mails from Spritely at any time by indicating that you no longer wish to receive such messages, along with the phone number of the mobile device or e-mail address receiving the messages. You acknowledge that opting out of receiving text (SMS) messages or e-mails may impact your use of the Services.

Network Access and Devices
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Spritely does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices.


Payment Terms

Key Definitions
“City Expert Fees” means the Total Fees minus the Service Fees.

“Service Fees” means the fee that Spritely charges for the use of the Services, which is calculated as a percentage of the Total Fees. The total Service Fee will be displayed to the Client when the Client and City Expert have agreed upon a Contract.

“Payment Method” means a payment method that you have added to your Spritely Account, such as a credit card, debit card or PayPal.

“Total Fees” means the amounts that are due and payable by a Client in exchange for their use of the Service. The City Expert alone, and not Spritely, is responsible for the Total Fees for his or her Service. The amount could vary depending on the type of service and geographic location of the City Expert.

Contracts and Financial Terms For City Experts
If you are a City Expert and a Contract is requested for your Service via the Site or Application, you will be required to either confirm or reject the Contract request within the Contract Request Period, otherwise the Contract request will automatically expire. When a Contract is requested via the Site or Application, we will share with you When a City Expert confirms a Contract requested by a Client, Spritely will send the City Expert a Communication confirming such Contract.

Spritely Technologies Inc. will collect the Total Fees from Clients upon the City Expert’s and Client’s confirmation of the Contract and will initiate payment of the City Expert Fees to the City Expert. City Experts can choose to be paid monthly, as part of their Account Registration. Each City Expert agrees that Spritely may, in accordance with the Cancellations and Refunds policy
You acknowledge and agree that you, and not Spritely, will be responsible for performing the obligations of any such agreements, that Spritely is not a party to such agreements, and that, with the exception of Spritely Technologies Inc.’s obligations pursuant to the Payments Terms, Spritely disclaims all liability arising from or related to any such agreements, however caused.

Spritely cannot and does not offer Tax-related advice to any Members. The City Expert alone, and not Spritely, is responsible for determining whether the City Expert is required to collect and/or remit Taxes in respect of his or her Contracts. The City Expert alone, and not Spritely, will be solely responsible for calculating, collecting and remitting any such Taxes and for any other reporting to Tax authorities that may be required in relation to a Contract. IF ANY SUCH TAXES ARE CALCULATED AS A PERCENTAGE OF TOTAL FEES, THE CITY EXPERT WILL BE SOLELY RESPONSIBLE FOR ALL SUCH TAXES WITHOUT ANY DISCOUNT FOR THE PORTION OF TOTAL FEES COLLECTED AS SERVICE FEES AND WITHOUT ANY CONTRIBUTION BY SPRITELY. UNDER NO CIRCUMSTANCES WILL SPRITELY COLLECT OR REMIT TAXES ON BEHALF OF A CITY EXPERT. THE CITY EXPERT AGREES THAT SPRITELY WILL NOT BE LIABLE FOR ANY CLAIM THAT SPRITELY FAILED TO COLLECT OR REMIT TAXES AS REQUIRED BY ANY JURISDICTION OR GOVERNMENT AUTHORITY. THE CITY EXPERT AGREES TO FULLY INDEMNIFY SPRITELY AND HOLD SPRITELY HARMLESS FOR ANY CLAIM BY ANY THIRD PARTY, INCLUDING A GOVERNMENT AUTHORITY, THAT SPRITELY FAILED TO COLLECT OR REMIT TAXES RELATED IN ANY WAY TO A CONTRACT FORMED BY THE CITY EXPERT, SUCH INDEMNIFICATION TO INCLUDE SPRITELY’S LEGAL FEES ON A SOLICITOR-CLIENT BASIS.

Contracts and Financial Terms For Clients
The City Experts, not Spritely, are solely responsible for honoring any confirmed Contracts and making available any Services reserved through the Site or Application. If you, as a Client, choose to enter into a Contract with a City Expert for the Contract of a Service, you agree and understand that you will be required to enter into an agreement with the City Expert and you agree to accept any terms, conditions, rules and restrictions associated with such Service imposed by the City Expert.

Before requesting a Contract, the Client will be able to see an estimate of the fees in the form of the hourly rate per Service and the recommended duration per Service. The exact Total Fees payable will be displayed to a Client after the Client and City Expert agree upon the details of the Service. As stated above, Spritely Technologies Inc. will collect the Total Fees from Clients upon the City Expert’s and Client’s confirmation of the Contract. Once the Contract is agreed upon, you will be redirected to a payment page. If a City Expert does not respond to a contract request in the Contract Request Period, another City Expert will be recommended to the Client by Spritely. If a Contract that is agreed upon by both the Client and City Expert is cancelled, any amounts collected by Spritely Technologies Inc. may be refunded according to the Cancellations and Refunds policy set out herein.

All Clients agree to pay the Total Fees for any Contract in connection with your Spritely Account. Spritely Technologies Inc. will collect the Total Fees pursuant to the Payments Terms. Once your confirmed Contract transaction is complete you will receive a confirmation Communication summarizing your confirmed Contract.

Service Fees and Other Fees
In consideration of the use of Spritely’s online marketplace and platform, Spritely charges Service Fees. Spritely Payments collects these Service Fees pursuant to the Payments Terms. Spritely Technologies Inc. deducts the Service Fees from the Total Fees before remitting the balance to the City Expert as described in the Payments Terms.

Cancellations and Refunds
Each City Expert is ultimately responsible for cancellations and refunds of Contracts they have negotiated. Each City Expert may have their own cancellation and refund policy, which, if adopted, shall be displayed prominently on their profile.

Notwithstanding the foregoing, Spritely requires each City Expert to adhere to the minimum standards outlined below when drafting their cancellation and refund policy. In the event of a conflict between these minimum standards and the City Expert’s cancellation and refund policy, the standard more beneficial to the Client will govern.

Cancellation by Clients
Clients may cancel a confirmed Contract in the following circumstances:
A City Expert must, through the Site or Application, provide a refund to a Client who cancels a Contract in accordance with the terms above. The City Expert may however charge/withhold a cancellation fee of no more than 25 percent of the Total Fees. Any such cancellation fee will be divided between the City Expert and Spritely as if it were an amount of Total Fees payable under the Contract. A City Expert is responsible for responding to requests for cancellations and refunds from Clients within a reasonable timeframe. If a Client feels that their request is being ignored or unfairly rejected, a Client may contact Spritely to investigate. If Spritely determines, in its sole discretion, that a City Expert has not honoured their cancellation and refund policy or unreasonably ignored a Client, then Spritely may:
Cancellation by City Expert
City Experts acknowledge that they have a direct influence on the reputation of Spritely and the Site, Application and Services. City Experts are responsible for ensuring that they are able to provide the services in a Contract before entering into a Contract. If a City Expert cancels a confirmed Contract made via the Site or Application, the City Expert must offer an immediate refund of all Total Fees through the Site or Application, with no discretion to impose a cancellation or administration fee.

If a City Expert does not offer an immediate refund, Spritely may provide a refund directly to the Client, and charge the total cost of the refund back to the City Expert plus a penalty of 5 percent of the total cost of the refund.

In addition to the remedies and penalties outlined above, if a City Expert cancels a confirmed contract, Spritely may apply other penalties or consequences to the City Expert or their profile, including but not limited to
If a City Expert cancels a confirmed Contract, the Client in that Contract will receive a Communication from Spritely containing alternative Profiles and other related information. If a Client wishes to engage the services of an alternative City Expert, the normal procedure in these Terms of Service will apply.

A failure by a City Expert to provide the Services as stated in the Contract will be deemed to have cancelled that Contract, and all of the remedies and penalties outlined herein will apply.

Cancellation by Spritely
In certain circumstances, Spritely may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Contract made via the Site or Application for non-compliance with these Terms and Conditions by either or both of the Client or the City Expert. If Spritely does so, Spritely reserves the right to apply, at its sole discretion, any, all, or none of the remedies and penalties available on the cancellation of a Contract by a City Expert (with any necessary modifications if the remedies or penalties are applied to a Client), regardless of whether it was the City Expert or the Client whose conduct prompted the cancellation.

YOU AGREE NOT TO HOLD SPRITELY LIABLE FOR ANY SUCH CANCELLATION OR ANY FAILURE BY SPRITELY TO PROVIDE A REFUND IN THESE CIRCUMSTANCES.

Rounding Off
Spritely may, in its sole discretion, round up or round down amounts that are payable from or to Clients or City Experts to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency).

Contract Modifications
You as a Client or City Expert are responsible for any modifications to the Contract that both parties agree to (“Contract Modifications“), and you agree to pay any City Experts Fee, Services Fees, and/or Taxes associated with such Contract Modifications. Any agreement to make Contract Modifications must be reached through the Site or Application.

Currency Conversion
The Spritely platform shows prices in $CAD or $USD, depending on the location, and will default to the currency in any given geographic location upon reviewing the payment page. Details regarding currency conversion, including any associated fees, are detailed in the Payments Terms. Spritely’s online platform facilitates Contracts between Clients and City Experts who may pay in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences.

Privacy
You agree that Spritely’s Privacy Policy (as may be updated from time to time) governs Spritely’s collection and use of your personal information.

Intellectual Property Ownership and Rights Notices
The Site, Application, Services, and Spritely Content are protected by copyright, trademark, and other laws of Canada and foreign countries. You acknowledge and agree that the Site, Application, Services and Spritely Content, including all associated intellectual property rights, are the exclusive property of Spritely and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Spritely Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of Spritely used on or in connection with the Site, Application, Services, and Spritely Content are trademarks or registered trademarks of Spritely in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Application, Services, and Spritely Content are used for identification purposes only and may be the property of their respective owners. As a City Expert, Client, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site, Application, Services and Collective Content (as may be updated from time to time).

By posting Member Content to the Site, Application and Services, you agree to grant a non-exclusive, perpetual, irrevocable license to Spritely to republish your Member Content for any purpose not otherwise contrary to these Terms and Conditions. You also irrevocably waive any moral rights you may have in your Member Content in favour of Spritely, You retain all other intellectual property rights in Member Content that you create.

Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback“). You may submit Feedback by emailing us at support@gospritely.com. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Spritely and you hereby irrevocably assign to Spritely and agree to irrevocably assign to Spritely all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.


Term and Termination

Term
These Terms shall remain in effect as long as you continue to use the Site, Application and/or Services. Any warranties, obligations and indemnities provided for in this Agreement in favour of Spritely survive termination of this agreement.

Termination for convenience
You may terminate these Terms at any time via the “Cancel Account” feature on the Site. If you cancel your Spritely Account as a City Expert, any confirmed Contracts will be automatically cancelled and your Clients will receive a full refund. If you cancel your Spritely Account as a Client, any confirmed Contract will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy.

Termination for breach
Spritely may immediately, without notice terminate your account if In addition Spritely may deactivate or delay Profiles, reviews, or other Member Content, cancel any pending or confirmed Contracts, limit your use of or access to your Spritely Account and the Site or Application, temporarily or permanently revoke any special status associated with your Spritely Account, or temporarily or permanently suspend your Spritely Account if
If we take any of the measures described in this Section, we may
Consequences
If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Spritely Account or any of your Member Content. If your access to or use of the Site and Application has been limited or your Spritely Account has been suspended or this Agreement has been terminated by us, you may not register a new Spritely Account or attempt to access and use the Site or Application through other Spritely Accounts.

Disclaimers
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT SPRITELY DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND, CRIMINAL OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, CLIENTS AND CITY EXPERTS. BUT MAY CONDUCT SUCH BACKGROUND, CRIMINAL OR REGISTERED SEX OFFENDER CHECKS, IN OUR SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND IF WE HAVE SUFFICIENT INFORMATION TO IDENTIFY A MEMBER. IF WE CHOOSE TO CONDUCT SUCH CHECKS, 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.

THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SPRITELY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SPRITELY MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE PROFILES OR ANY SERVICES, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SPRITELY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES, CITY EXPERTS, CLIENTS, OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE OR APPLICATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPRITELY OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY CITY EXPERTS OR CLIENTS. YOU UNDERSTAND THAT SPRITELY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR APPLICATION OR TO REVIEW ANY SERVICES. SPRITELY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY SPRITELY. SPRITELY EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY CLIENT OR OTHER THIRD PARTY.

Limitation of Liability
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 Site, Application, Services and Spritely Content, your profile or contract of any Services via the Site, Application and Services, and any contact you have with other users of Spritely whether in person or online remains with you. Neither Spritely nor any other party involved in creating, producing, or delivering the Site, Application, Services, or Spritely Content will be liable for any incidental, special, exemplary or consequential damages, including but not limited to 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 these Terms, from the use of or inability to use the Site, Application, Services or Spritely Content, from any communications, interactions or meetings with other users of the Site, Application, or Services or other persons with whom you communicate or interact as a result of your use of the Site, Application, Services, or from your Profile or Contract of any Service via the Site, Application and Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Spritely has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed its essential purpose.

Except for Spritely’s obligations to pay amounts to applicable City Experts pursuant to these Terms, in no event will Spritely’s aggregate liability arising out of or in connection with these Terms and your use of the Site, Application and Services including, but not limited to from your Profile from any Contract or Service via the Site, Application and Services, or from the use of or inability to use the Site, Application, Services, or Spritely Content and in connection with any Service or interactions with any other Members, exceed:
  1. the amounts you have paid or owe for Contracts via the Site, Application and Services as a Client in the twelve (12) month period prior to the event giving rise to the liability, or
  2. the amounts paid by Spritely to you as a City Expert in the twelve (12) month period prior to the event giving rise to the liability, whichever is higher.

YOU HEREBY WAIVE ANY RIGHT TO PROCEED AGAINST SPRITELY IN A CLASS ACTION, WHETHER AS A REPRESENTATIVE OR AS A MEMBER OF A CLASS.

Indemnification
You agree to release, defend, indemnify, and hold Spritely and its affiliates and subsidiaries, and their 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:
  1. your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms;
  2. your Member Content;
  3. your interaction with any Member;
  4. any Contract of a Service, or;
  5. creation of a Profile; including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Contract or use of a Service.

Entire Agreement
Except as they may be supplemented by a document referenced and incorporated herein or by additional Spritely policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between Spritely and you regarding the Site, Application, Services, Collective Content, and any Contracts or Profiles including Services made via the Site, Application and Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between Spritely and you regarding Contracts or Profile including Services, the Site, Application, Services, and Collective Content.

For greater certainty, the Community Guidelines, Trademark and Branding Guidelines, and Privacy Policy each constitute integral parts of these Terms and may be enforced accordingly.

Controlling Law and Jurisdiction
These Terms and your use of the Site, Application and Services will be interpreted in accordance with the laws of the Province of Nova Scotia and Canada, without regard to its conflict-of-law provisions. You and we agree to submit to the exclusive jurisdiction of the Supreme Court of Nova Scotia located in Halifax, Nova Scotia, Canada for any actions arising from these Terms or your use of the Site, Application and Services.

Waiver
The failure of Spritely to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Spritely. 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. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

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

Contacting Spritely
If you have any questions about these Terms, please contact Spritely directly at support@gospritely.com.