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Kscope Vendor Agreement

THE KSCOPE

VENDOR AGREEMENT

THIS VENDOR AGREEMENT is between 

THE KSCOPE

(“Kscope”, “we” or “us”)

-and-

Name Of Business Owner

(“Vendor”, “you”, “your(s)”)

WHEREAS, the Vendor wishes to use an online platform to promote its Africa-focused business;

AND WHEREAS, Kscope offers the Website (defined below) to provide such a platform, and Vendor wishes to join the Website;

THE PARTIES NOW AGREE AS FOLLOWS:

  1. This Agreement governs the use by Vendor of the mobile and internet-based referral services offered by Kscope at and through the website https://thekscope.co/ and possibly through mobile applications (the “Website“).
  2. The Website is licensed, not sold. As further outlined in the Intellectual Property section below, the Website is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution of the Website, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. 
  3. Subject to this Agreement, Kscope grants to you the non-transferable, non-exclusive right to access and use the Website for the sole purpose of marketing and promoting your Africa-focused business(es).
  4. The use of all personal data you submit to the Website or which we collect about you is governed by our Privacy Policy (“Privacy Policy”). You acknowledge that you have reviewed the Privacy Policy.

Part I – Nature of Kscope Referral Services

  1. Kscope’s Website connects potential clients (“Patron(s)”) with Africa-focused small businesses providing services (“Vendor Service(s)“) or goods (“Products”). 
  2. Kscope solely provides a platform for you and Patrons to connect, and serves only as a medium to facilitate the marketing of your Vendor Services or Products. Kscope’s role, beyond enabling connections between Patrons and you via the Website, is to act as a limited payment collection agent for the Vendor to facilitate payment for Vendor Services and/or Products on behalf of the Patron through the Website. 
  3. In acting as the limited payment collection agent for Fees (defined below) for Vendor Services or Products, Kscope disclaims any other agency or authority to act on behalf of the Vendor, and assumes no liability or responsibility for any acts or omissions of the Vendor, either within or outside of the Website.
  4. You acknowledge and agree that a legally binding contract is formed between you and any Patron when they agree on the terms of a Vendor Service or Product. Kscope is not a party to any such agreement, and the formation of an agreement for a Vendor Service or Product will not, under any circumstances, create an employment, agency or other relationship between Kscope and either the Vendor or Patron.
  5. You have no authority to enter into written or oral — whether implied or express — contracts on behalf of Kscope. Kscope does not perform Vendor Services or provide Products and does not employ people to perform Vendor Services or provide Products. Kscope does not provide or contract for Vendor Services or Products; you and Patrons contract independently for the provision of Vendor Services and/or Products.
  6. Kscope is not an employment agency service or business. You are an independent business or contractor. You set your own rates and prices. Kscope does not set your hours or terms of work. You are free to accept or reject Patrons and contracts. Kscope does not control or direct your performance of any Vendor Services or set your work locations or work hours.
  7. You provide services and goods under your own name or business name, not under Kscope’s name. You provide your own tools and supplies to perform Vendor Services and provide Products; Kscope does not provide any tools or supplies.You are free to maintain a clientele without any restrictions from Kscope and are free to offer and provide your services elsewhere, including through competing platforms.
  8. Kscope does not verify or confirm that any Patron is who they claim to be or is accurately representing themselves, and does not verify or confirm any representations with respect to Patrons on the Website.

Part II – Accounts 

Accessing the Website

  1. You are responsible for obtaining and maintaining all of the hardware and software that you may need to access and use the Website. Without limiting the foregoing, you must obtain and maintain, and pay, all charges, taxes and other costs and fees related to Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by you to access and use the Website.
  2. You acknowledge that your access to and use of the Website may be suspended for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Website for any reason, including as a result of power outages, system failures or other interruptions, or any other acts, omissions or failures on the part of Kscope. 

Representations 

  1. You represent and warrant that:
  1. You are at least of the legally required age in the jurisdiction in which you reside (18 years of age or older for Canadian-based Vendors), and are otherwise capable of entering into binding contracts;
  2. You have the right, authority and capacity to agree to this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide;
  3. If you are entering into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement; and
  4. You have read, understand, and agree to be bound by this Agreement and the Privacy Policy;
  5. You will use your real name or business name and an up-to-date photo on your Profile (defined below);
  6. You have the unrestricted right to work in the jurisdiction in which you will be performing Vendor Services;
  7. You will only offer and provide Services or Products for which you have the necessary skills and expertise, and provide those safely and in accordance with all applicable laws. If you are required to have a professional permit, professional accreditation, license, business license or business tax registration to perform the Vendor Service(s) or provide the Product(s), you have the required business license or business tax registration; and if you are providing any form of health service or any service ordinarily provided by a licensed medical or health care professional, you hold all appropriate licenses, permits and insurance coverage legally required for you to practice that profession, as applicable; 
  8. You will respect the privacy (including without limitation private, family and home life), property, and data protection rights of Patrons and other Vendors and will not record (whether video or audio or otherwise) any Vendor Service or any interaction by or with any Patron and/or Kscope in connection with the Website without the prior written consent of Kscope and/or the relevant Patron, as applicable;
  9. You will act professionally and responsibly in your interactions with Patrons;
  10. You will fulfill the commitments you make to Patrons, communicate clearly and promptly, be present and/or available at the time you agree upon with your Patron as the case may be, and only utilize the PSP approved by Kscope to make or receive payment for services or goods provided through the Website;
  11. When using or accessing the Website, you will act in accordance with all applicable local, state, provincial, national, or international law or custom and in good faith;
  12. Other than as fully and promptly disclosed in writing to Kscope, you do not have any motivation, status, or interest that Kscope may reasonably wish to know about in connection with the Website, including without limitation, if you are using or will or intend to use the Website for any journalistic, academic, investigative, or unlawful purpose; and
  13. The execution of this Agreement by and the performance of your obligations and duties hereunder do not and will not violate any agreement to which you are a party or by which you are bound.

Registration

  1. Once you are registered on the Website, your business profile (“Profile”) will appear on the Website. You are free to design your Profile as you wish, so long as it is compliant with this Agreement and the Privacy Policy.
  2. In registering for an Account, you agree to provide true, accurate, current and complete information about yourself as prompted by the Website’s registration process and as requested from time to time by Kscope (“Registration Data“). You must provide details of your bank account for deposits of Vendor Fees (defined below). Our registration process will also ask you for information including your name and other personal information, as well as your billing address and shipping address. 
  3. In providing Registration Data, you will not knowingly omit or misrepresent any material facts or information, and you will promptly enter corrected or updated Registration Data via the Website, or otherwise advise us promptly in writing, of any changes or updates to your Registration Data. You consent and authorize us to verify your Registration Data as required for your use of and access to the Website. We reserve the right to suspend or terminate the Account of any Vendor who provides inaccurate, untrue, or incomplete information, or who fails to comply with the Account registration requirements. 
  4. For risk management purposes, Kscope has a strict Anti Money Laundering and Know Your Customer Policy (“AML/KYC Policy”). As part of the AML/KYC Policy, before Kscope will grant you an Account, we may (but need not) require two (2) pieces of current (non-expired) photo identification from an official government source. Sufficient examples include a drivers’ license, a government health insurance card, or passport. Further, as part of the AML/KYC Policy we reserve the right to investigate the identity and backgrounds of any persons applying for an Account on the Website.
  5. We reserve the absolute right to refuse an Account for any reason whatsoever.As long as you have your Account in good standing with Kscope, Kscope grants to you a non-exclusive, non-transferable, revocable license to use the Website and other technology supplied by Kscope to enable you to receive or access the Website solely for the purposes of accessing and using the Website. 
  6. Kscope has the right to restrict anyone from completing registration if such person may threaten the safety and integrity of the Website, or if such restriction is necessary to address any other reasonable business concern.
  7. You are the sole authorized user of your Account. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. 
  8. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes or other credentials and login information (collectively, “Passwords”) that you create or that are generated in connection with your use of the Website. 
  9. You agree to keep your Passwords confidential and to not share your login information, let anyone else access your Account, or do anything else that might jeopardize the security of your Account.
  10. Kscope has no control over the use of any Patron or Vendor Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to notify Kscope immediately.
  11. You may terminate this Agreement at any time by ceasing all use of the Website and deactivating your Account. 
  12. Kscope reserves the right, in its sole discretion, to terminate your Account if you violate this Agreement or for any reason or no reason at any time. In particular, we may suspend your access to the Website and your Account (including the funds in your Account) if you:
  1. have violated the terms of this Agreement, any other agreement you have with Kscope,
  2. pose an unacceptable credit or fraud risk to us, 
  3. provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct, or 
  4. for any other reason at Kscope’s sole discretion.
  5. If your Account is terminated or suspended for any reason or no reason, you agree: 
  1. to continue to be bound by this Agreement, 
  2. to immediately stop using the Website,
  3. that any licenses granted to you under this Agreement shall end, 
  4. that we reserve the right (but have no obligation) to hide or delete all of your information and Account data stored on our servers, and 
  5. that Kscope shall not be liable to you or any third party for termination or suspension of access to the Website or for deletion or hiding of your information or Account data. 
  1. You agree that Kscope may retain and use your information and Account data as needed to comply with investigations and applicable law. 
  2. We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Website. Kscope is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by any Patron or other Vendor that are deceptive, fraudulent or otherwise invalid as determined in Kscope’s sole discretion (“Fraudulent Actions“). 
  3. By using the Website, you hereby release Kscope from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify Kscope of any Fraudulent Actions which may affect the Website. 
  4. Upon termination of this Agreement for any reason, you shall cease to use the Website. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement or your use of the Website.

Harmonised Sales Tax (HST)

  1. Part of the Registration Data collected by us at the Account setup stage is information about whether or not you are registered with Canada Revenue Agency (“CRA”) to collect and remit Goods and Services Tax / Harmonised Sales Tax (“HST” and your “HST Status”) under the Excise Tax Act (Canada) (“ETA”). 
  2. You must exercise due diligence in determining your HST Status, especially if you consider yourself exempt from collecting HST. If you consider, or have been advised, that you are exempt from collecting HST for any reason under the ETA, you must keep on hand all records necessary to substantiate such exemption to CRA, including an accurate record of your total sales within the past four quarters. It is your responsibility to determine your HST Status accurately at all times. We have no responsibility to determine your HST Status, and are wholly reliant on your representation about your HST Status under the ETA in determining whether or not to add HST to the Vendor Fees (defined below). Any misrepresentation on your part, either to us, to CRA or to any Patron, about your HST Status shall in no way bind us, and shall not result in any liability on our part to CRA or any other party. 
  3. To this end, you agree to indemnify and hold us harmless for and from any assessments, claims or other liability to CRA, any Patron or any other party, that may result to or be imposed on us from our over- or under-collection of HST on any Fees based on your misrepresentation to us and/or CRA, intentional or not, about your HST Status under the ETA. 
  4. Pursuant to and consistent with our Privacy Policy, we will maintain all business and transaction information related to your activity on the Website confidential. 
  5. In the event we receive a summons, subpoena or legally valid and binding order from a court,tribunal, CRA or any other governmental authority compelling disclosure of any information about you (“Summons”), we shall communicate the existence of the Summons to you, as soon as practicable, so that you may in turn, at your own cost and expense, take all possible measures to contest such Summons and protect the confidentiality of your information. In the event that the Summons remains enforceable and binding, we shall comply with it, and we shall have no liability to you for any damages or losses of any kind arising from any disclosure by us in compliance with said Summons.

Part III – Listings, Purchases and Payment

  1. After you have set up an Account on the Website, you will list your Vendor Services or Products by creating and submitting listings (“Listings”) for review, approval and posting by us. You must quote all fees in Canadian Dollars (CAD).

Listings

  1. Listings must be submitted to Kscope for review and pre-approval. If Kscope approves the Listing, it will become active and live on the Website, available for perusal by Patrons. If Kscope does not approve the Listing, it cannot be used on the Website under any circumstances. 

Bookings and Purchases

  1. If a Patron is interested in purchasing your Vendor Service or Product, the Patron clicks on the Listing or otherwise indicates his/her interest in purchasing.
  2. Once the Patron clicks on a Listing or otherwise indicates that they are ready to formalize a contract for Vendor Services or Products, the Website will connect you and the Patron in a binding contract on the Website.
  3. The Website will then charge Patron the Fees (defined below) for the Vendor Services or Products and will remit the Vendor Fee (defined below) to you. 
  4. You  are solely responsible for all Patron customer service and support issues relating to such your Vendor Services or Products including without limitation, any issues concerning pricing, order fulfillment, order or appointment cancellation, returns, refunds and adjustments, rebates, functionality and warranty, or feedback concerning experiences with such Patron, any personnel, their policies or processes.
  5. Kscope facilitates the payment transaction between you and each Patron, but is not responsible for mediating any resulting disputes.
  6. You acknowledge and agree that:
  1. Kscope does not provide any right for you to be offered any business whatsoever, at any time.
  2. We have made no promises or representations whatsoever as to the potential number of Patrons or the amount of Patron business you can expect at any time during the term of this Agreement.
  3. You are under no obligation to accept any Patron offers to purchase Services or Products made available on the Website. 
  4. Nothing in this Agreement shall be interpreted as requiring you to provide Services or Products on this Website exclusively to or its Patrons. You remain free to provide Services or Products on any other platform to third parties.
  5. Kscope may record and display Patron contract information and feedback to you. These interactions may include but are not limited to: date of interaction, transaction amount, Patron name, phone number, email address, and ways that the Patron has interacted with you. 

Fees

  1. When Patrons book a Vendor Service with or purchase a Product from you, Kscope will charge the Patron a fee (the “Fees”) consisting of: 
  1. your fee for the Vendor Service(s) or Product(s) plus HST, if you represented to us in your Registration Data that you are registered to collect HST (as set out in the provisions in the Harmonised Sales Tax sub-Part above) (the “Vendor Fee”); plus
  2. any delivery or shipping charges that may be applicable; plus
  3. a Service fee of 5%.
  4. If a Patron fails to attend a scheduled Vendor Service, you shall be entitled to a no-show fee of a minimum of 15% of the Vendor Fee.

Payment

  1. The Website allows Patrons to pay Fees through a payment service provider retained by Kscope (the “PSP“), including card-based payments initiated with credit cards including MasterCard and Visa. 
  2. After Kscope collects the Fees from the Patron, we remit the Vendor Fee, including any HST applicable, to you.
  3. Kscope reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so. 
  4. While Kscope takes what it believes to be reasonable efforts to ensure secure transmission of your information to third parties who assess and process payments, Kscope is not responsible for any fees or charges assessed by third parties or any errors in the processing of payments by third parties, including any errors that result from third-party negligence, improper transmission of payment information, or your submission of erroneous payment information. 
  5. We may decide not to authorize or settle any transaction that you submit to us if we believe in our sole discretion that the transaction is in violation of this Agreement or any other Kscope agreement, or that it exposes Patrons, other Vendors, the PSP or Kscope to Harm. “Harm” includes fraud and other criminal acts as determined by Kscope in our sole discretion. 
  6. If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, and any of your transactions with law enforcement.
  7. Kscope may terminate your access to the Website if the banking or contact information provided by you is false or fraudulent. 

Part IV – Public Areas and Feedback

Public Areas

  1. The Website may contain blogs, message boards, reviews, ratings, task postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Patrons and Vendors to communicate with each other. 
  2. You may only use Public Areas to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the Website, you should not share your personal contact information with Patrons or other Vendors.
  3. You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your Account name or login identification when communicating in Public Areas. Kscope will not be responsible for the action of any Vendors with respect to any information or materials posted in Public Areas.

Vendor Generated Content

  1. Vendor Generated Content” is defined as any information and materials you provide to Kscope, its corporate partners, or other Patrons or Vendors in connection with your registration for and use of the Website, including without limitation the information and materials posted or transmitted for use in Public Areas.
  2. You are solely responsible for your Vendor Generated Content; we act merely as a passive conduit for your online distribution and publication of your Vendor Generated Content. 
  3. You acknowledge and agree that Kscope is not involved in the creation or development of Vendor Generated Content, disclaims any responsibility for Vendor Generated Content, and cannot be liable for claims arising out of or relating to Vendor Generated Content. 
  4. Further, you acknowledge and agree that Kscope has no obligation to monitor or review Vendor Generated Content, but reserves the right to limit or remove Vendor Generated Content if it is not compliant with the terms of this Agreement.
  5. You hereby represent and warrant to Kscope that your Vendor Generated Content:
  1. will not be false, inaccurate, incomplete or misleading; 
  2. will not be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; 
  3. will not infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality; 
  4. will not violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); 
  5. will not be defamatory, libelous, malicious, threatening, or harassing; 
  6. will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; 
  7. will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; 
  8. will not claim or suggest in any way that you are employed or directly engaged by or affiliated with Kscope or otherwise purport to act as a representative or agent of Kscope; and 
  9. will not create liability for Kscope or cause Kscope to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.

Feedback

  1. The Website also hosts Patron-generated content relating to reviews and ratings of specific Vendors, including you (“Feedback”). 
  2. Kscope encourages Patrons to give objective, constructive and honest Feedback about Vendors. 
  3. Feedback is the Patron’s opinion and not the opinion of Kscope, and has not been verified or approved by Kscope. Kscope is not obligated to investigate any Feedback for accuracy or reliability or to consider any statements or materials posted or submitted about any Feedback, but may do so at its discretion. 
  4. If you believe, in good faith, that any Patron Generated Content provided on or in connection with the Website is objectionable or infringes any of its rights or the rights of others (e.g. counterfeiting, insult, invasion of privacy), you must notify Kscope.

Part V – Disclaimers and Liability

Disclaimers 

  1. No joint venture, partnership, employment, or agency relationship exists between Kscope and you as a result of this Agreement.
  2. Your use of the Website is at your sole risk. You are fully and solely responsible for your interactions with Patrons and other Vendors and you agree that it is solely your responsibility to take reasonable precautions in all actions and interactions with Patrons and other Vendors and in the provision or receipt of Vendor Services or Products.
  3. Kscope is not responsible for the conduct, whether online or offline, of any Patron of the Website. Kscope is under no obligation to, and does not routinely, screen its Patrons, inquire into the background of its Patrons or attempt to verify information provided by any Patrons. 
  4. We reserve the right, but have no obligation, to monitor disputes between you and any Patrons. Please carefully select the type of information that you post on the Website or through the Website or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of Patrons or other Vendors. 
  5. Despite our best efforts, it is still possible for others to obtain personal information about you due to your use of the Website, and that the recipient may use such information to harass or injure you. We are not responsible for the use of any personal information that you disclose on the Website or through the services. You understand that in using the Website, sensitive information will travel through third-party infrastructure that is not under Kscope’s control (such as third-party servers). Kscope makes no warranty with respect to the security of such third-party infrastructure.

No Warranty

  1. The Website is provided on an “as is” and “as available” basis. Kscope and its subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind related to the Website, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. 
  2. Any material downloaded or otherwise obtained through the use of the Website is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. 

Limitation of Liability

  1. To the fullest extent permitted by law, in no event shall Kscope or its affiliates, officers, employees, agents, partners and licensors be liable to you for any damages whatsoever, whether direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for bodily injury or emotional distress and damages for loss of profits, goodwill, use, data or other intangible losses (even if the company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Website; (ii) any interactions between you and Patrons or other Vendors, including without limitation any liabilities arising in connection with the conduct, act or omission of any Patron or other Vendor (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property) or any dispute with any Patron or other Vendor; (iii) statements or conduct of any third party on the Website; (iv) any unauthorized access to or alteration of the Website or your data or transmissions; or (v) any other matter relating to the Website. 
  2. Kscope expressly disclaims any liability that may arise between Vendors or between Patrons and Vendors related to or arising from use of the Website. Because Kscope is not involved in the actual interactions between Vendors and Patrons, you hereby release and forever discharge Kscope and its affiliates, officers, directors, employees, agents and licensors from any and all claims, demands, damages (actual or consequential) of every kind and nature, whether known or unknown, contingent or liquidated, arising from or related to any dispute or interactions with any Patron or other Vendor, whether online or in person.

Indemnification 

  1. You agree to defend, indemnify and hold harmless Kscope and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your use of and access to the Website; (ii) your violation of any term of this Agreement; (iii) your violation of any rights of a third party, including without limitation any copyright, intellectual property, or privacy right; or (iv) any third-party claims or damages relating to death, personal injury or emotional distress arising from or related to use of the Website. These defence and indemnification obligations will survive the termination of this Agreement and your use of the Website. 

Changes to the Website

  1. We may change, modify, suspend, or discontinue all or any part of the Website at any time, with or without reason. 
  2. You acknowledge that the Website may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Kscope shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Website. 
  3. Kscope has no obligation to maintain or update the Website or to continue producing or releasing new versions of the Website. We will make reasonable efforts to keep the Website operational 24 hours a day/7 days a week, except for: 
  1. planned downtime (of which we will endeavor to provide at least 8 hours prior notice); or
  2. any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays. 

Part VI – Acceptable Uses

  1. Your use of the Website may not be on behalf of third parties. You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Website available to any third party.
  2. You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Website or access or use the Website or Kscope Property (defined below) in order to build a similar or competitive product or service.
  3. Your use of the Website must not cause undue strain or stress on the Kscope network through excessive API calls or other non-standard use.
  4. You agree not to:
  1. send or otherwise post unauthorized commercial communications (such as spam) on the Website;
  2. infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; 
  3. collect Patrons’ or other Vendors’ content or information, or otherwise access the Website, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
  4. engage in unlawful multi-level marketing, such as a pyramid scheme, on the Website;
  5. upload viruses or other malicious code;
  6. solicit login information or Account names or access an Account belonging to someone else;
  7. bully, intimidate, or harass any Patron or other Vendor;
  8. develop, advertise or otherwise market alcohol-related or other mature content;
  9. use Kscope to do anything unlawful, misleading, malicious, or discriminatory;
  10. do anything that could disable, overburden, or impair the proper working of Kscope or the Website, such as a denial of service attack; or
  11. facilitate or encourage any violations of this Agreement.

Part VII – Suspension or Termination of Accounts

  1. Kscope shall be entitled, without liability to you, to immediately suspend, terminate or limit your access to the Website at any time in the event:
  1. that Kscope determines that the Website is being used in violation of applicable federal, state or local law or ordinance, this Agreement, or any agreement applicable to the Website; 
  2. that Kscope determines that the Website is being used in an unauthorized or fraudulent manner; 
  3. that Kscope determines that the use of the Website adversely affects Kscope’s equipment or service to others;
  4. that Kscope is prohibited by an order of a court or other governmental agency from providing the Website; 
  5. of a denial of service attack or any other event which Kscope determines, in its sole discretion, may create a risk to the Website or to any other customers if the Website were not suspended; or
  6. of a security incident or other disaster that impacts the Website. 
  1. In addition, Kscope shall have the right to immediately deny or suspend access to the Website in the event Kscope is not paid any amount due in connection with the Website or a breach or alleged breach of this Agreement. 
  2. Without limiting the generality of the foregoing, Kscope shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of your right to use the Website in accordance with this Agreement.

Part VIII – Intellectual Property

  1. The Website contains content and technology of Kscope that is protected by copyright, trademark, patent, trade secret and other laws. Kscope owns intellectual property rights to any protectable part of the Website, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, “Kscope Property“). You may not copy, modify, or reverse engineer any part of the Website or Kscope Property. 
  2. Any other trademarks, service marks, logos and/or trade names appearing via the Website are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
  3. In order to operate the Website, Kscope needs to make certain use of your publicly posted content. Therefore, by posting, uploading or submitting to Kscope, or making available for inclusion in publicly accessible areas of Kscope, any Vendor Generated Content, Feedback or other text, images, photos, graphics, audio or video, including any content protected by intellectual property rights (collectively, “Content“), you represent that you have full authorization to do so. 
  4. You also hereby grant Kscope a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, reproduce, modify, adapt, publicly perform, publicly display and make derivative works of such Content in connection with the Website and any services or products affiliated with the Website, regardless of the form of media used or of whether such services or products now exist or are developed in the future. You agree not to post any images containing written text or text overlays. Images may not have symbols or text-images anywhere in the photo, including but not limited to shapes, logos, or emoticons, etc. Kscope reserves the right to remove or hide or change any images without notice. 
  5. When you delete Vendor Generated Content, it is deleted in a manner similar to emptying the recycle bin on a computer. Thus, you understand that removed Vendor Generated Content may persist in backup copies for a reasonable period of time (but will not be available to others).
  6. Kscope reserves the right to remove or hide any Vendor Generated Content from the Website, at its sole discretion. 
  7. You acknowledge that:
  1. all right, title and interest in and to the Website, and all patents, copyrights, trade secrets, trademarks, trade names, service marks, slogans, logos, other trade-identifying symbols and other proprietary rights embodied therein or associated therewith, are and shall remain with Kscope or its third party licensors; 
  2. no right or interest in the Website is conveyed other than the limited licenses granted herein; 
  3. the Website is protected by copyright and other intellectual property laws; and 
  4. Kscope asserts that the Website and related applications embody valuable confidential and secret information of Kscope or its licensors, the development of which required the expenditure of considerable time and money.
  1. Kscope also respects the intellectual property of others. Kscope may, in appropriate circumstances and at its discretion, disable and/or terminate the Accounts of Vendors who Kscope, in its determination, believes have repeatedly infringed others’ rights. 
  2. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to Kscope’s copyright agent via email to [EMAIL]:
  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the site, including a URL link;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized or consented to by the copyright owner, its agent, or the law; and
  6. a statement by you, made under penalty of perjury, that the above information in your notice is completely accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.

Part IX – General Provisions

  1. This Agreement, together with our Privacy Policy and our End User Licence Agreement, when applicable, including all referenced and/or incorporated exhibits or policies, programs and guidelines, constitute the entire agreement between you and Kscope concerning the subject matter herein and the use of the Website and supersede any and all previous agreements, written or oral, between you and Kscope, including previous versions of this Agreement. 
  2. Kscope reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of this Agreement and all referenced and/or incorporated exhibits or policies, programs and guidelines. Kscope will endeavor to notify you of any material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Website. Your continued use of the Website following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. 
  3. Kscope has consulted with legal counsel in the preparation of this Agreement, so as to ensure compliance with all applicable laws.
  4. Kscope may assign this Agreement or any other agreement with you in whole or part at any time. 
  5. This Agreement and the relationship between you and Kscope shall be governed by the laws of the Province of Ontario and Canada without regard to its conflict of law provisions. You and Kscope agree to submit to the personal and exclusive jurisdiction of the courts of Ontario, Canada.
  6. Any failure of Kscope to enforce or exercise a right provided in this Agreement is not a waiver of that right.
  7. Should any provision of this Agreement be found invalid or unenforceable, the remaining terms shall still apply. 
  8. You and Kscope both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or this Agreement must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred. 
  9. YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING TERMS, INCLUDING THE COMPANY’S PRIVACY POLICY AND AGREE THAT YOUR USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

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