Last Updated: August 13th, 2021
Please note that the English language version of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.
By using the services, you represent and warrant that you are at least 16 years old and are otherwise legally qualified to enter and form contracts under applicable law. This Agreement is void where prohibited.
Changes to Agreement
GaiaDigits reserves the right to change this agreement at any time upon notice to you, to be given by: (i) the posting of a new version; and/or (ii) a change notice on the website or application. It is your responsibility to review this agreement periodically. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Services following the date in which the modified or amended Agreement is posted.
Subject to your compliance with the terms and conditions of this Agreement, GaiaDigits grants you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services through the Website or by downloading and installing our applications. The Services, including the Website and the Applications, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, or otherwise exploited for any commercial purpose without the express written consent of GaiaDigits.
In the event that You breach any provision of this Agreement, your rights under this section will immediately terminate. When accessing the Services through the Applications that were downloaded from an app store or app distribution platform, such as the Apple App Store or Google Play, (the “App Provider”), You acknowledge and agree that:
(a) this Agreement is concluded between us, and not with the App Provider, and that we are solely responsible for the Applications (not the App Provider);
(b) in the event of any failure of the Applications to conform to any applicable warranty,
(i) you may notify the App Provider and the App Provider will refund the purchase price for the Applications to you (if applicable),
(ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Applications, and
(iii) any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be our responsibility.
(c) the App Provider is not responsible for addressing any claims you have or any claims of any third-party relating to the Applications or your possession and use of the Applications, including, but not limited to:
(i) product liability claims.
(ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection or similar legislation.
(d) in the event of any third-party claim that the Applications or your possession and use of that Applications infringes that third-party’s intellectual property rights, we will be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(e) the App Provider, and its subsidiaries, are third-party beneficiaries of this Agreement as it relates to your license of the Applications, and that, upon your acceptance of the terms and conditions of this Agreement, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the Applications against you as a third-party beneficiary thereof; and
(f) you must also comply with all applicable third-party terms of service when using the Applications.
Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of GaiaDigits or any other party.
GaiaDigits does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information on the service; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice or statement made by a third-party by means of the services. Under no circumstances will GaiaDigits be responsible for any loss or damage resulting from your reliance on information or other content posted on the services or transmitted to or by any third-party.
You also understand that by accessing and using the Services, you may encounter information, materials, and subject matter that you or others may deem offensive, indecent, or objectionable. You agree to use the Services at your sole risk and that GaiaDigits and its affiliates, partners, suppliers, and licensors shall have no liability to you for information, material or subject matter that is found to be offensive, indecent, or objectionable.
You knowingly and freely assume all risk when using the website, applications, and services. You, on behalf of yourself, your personal representatives and your heirs, hereby voluntarily agree to release, waive, discharge, hold harmless, defend and indemnify GaiaDigits and its officers, employees, agents, affiliates, representatives, sublicensees, successors, and assigns from any and all claims, actions or losses for bodily injury, property damage, wrongful death, emotional distress, loss of services or other damages or harm, whether to you or to third parties, which may result from your use of the services.
User Information and Password Protection
Public Profiles: Information Provided by All Members
As part of registration, members must create profiles, which may contain certain identifying information (such as age, location, etc.). In addition, members have the option to post photographs, videos, and other information (such as likes and dislikes) on their profiles. GaiaDigits relies on its members to provide current and accurate information, and GaiaDigits does not, and cannot, investigate information contained in member profiles. Accordingly, GaiaDigits must assume that information contained in each member profile is current and accurate.
GaiaDigits does not represent, warrant, or guarantee the currency or accuracy of profile information, and hereby disclaims all responsibility and liability for any information provided by members by means of profiles or otherwise in connection with the services.
Interactions with Other Members
You are solely responsible for your interactions with other members and companies. You acknowledge and understand that GaiaDigits has not, and does not, in any way: (a) screen its members; (b) inquire into the backgrounds of its members; or (c) review or verify the statements of its members, including without limitation information or representations contained in profiles. You hereby agree to exercise reasonable precaution in all interactions with other members, particularly if you decide to meet another member in person.
GaiaDigits does not represent, warrant, endorse or guarantee the conduct of its members or their compatibility with you. In no event shall GaiaDigits be liable for indirect, special, incidental, or consequential damages arising out of or relating to any member’s conduct in connection with such member’s use of the services, including, without limitation, bodily injury, property damage, wrongful death, emotional distress, loss of services or any other damages resulting from communications or meetings between members.
GaiaDigits reserves the right, but disclaims any perceived, implied, or actual duty, to monitor disputes between members. You agree to hold GaiaDigits harmless in connection with any dispute or claim You make against any other member.
Consent to Receive Email
In providing the Services, you may receive periodic email communications regarding the Services, new product information regarding the Services, which are part of the Services and which you cannot opt out of receiving. You may also receive periodic promotions and other offers or materials GaiaDigits believes might be of interest to you. You can opt-out of receiving these promotional messages at any time by (a) following the unsubscribe instructions contained in each email; or (b) changing the email preferences in your account.
Third-party Websites and Services
Messaging and Communication
“Messaging and Communication” is any area, site or feature offered as part of the Services (including without limitation internal communications, discussion forums, emails, or instant messaging features) that enables You (a) to upload, submit, post, display, perform, distribute and/or view User Content, and/or (b) to communicate, share, or exchange User Content with other users of the Services. You acknowledge that Messaging and Communication, and features contained therein, are for communications within the GaiaDigits Service. You further acknowledge that anything You upload, submit, post, transmit, communicate, share or exchange by means of any Messaging and Communication may be viewed by others, and therefore, you have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Content you upload, submit, post, transmit, communicate, share, or exchange by means of any Messaging and Communication and for the consequences of submitting or posting same. GAIADIGITS DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR MESSAGING AND COMMUNICATIONS AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED THEREON.
Your Responsibility and Defamatory Comments
You agree and understand that you may be held legally responsible for damages suffered by other members or third parties as the result of Your remarks, information, feedback or other content posted or made available on the Services that is deemed defamatory or otherwise legally actionable. Under the Federal Communications Decency Act of 1996, GaiaDigits is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other content posted or made available on the Services.
You represent and warrant that you shall not use the Services to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) advertise or otherwise solicit funds or constitute a solicitation for goods or services; (h) violate any provision of this Agreement or any other GaiaDigits agreement, guidelines or policy; or (i) is generally offensive or in bad taste, as determined by GaiaDigits (collectively, “Objectionable Content”). GAIADIGITS DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE SERVICES AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, GaiaDigits reserves the right to terminate Your use of the Services or Your uploading, posting, transmission, display, performance, or distribution of Objectionable Content. GaiaDigits, in its sole discretion, may delete any Objectionable Content from its servers. GaiaDigits intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
GaiaDigits imposes certain restrictions on Your use of the Services. You represent and warrant that you will not: (a) “stalk” or otherwise harass any person, or contact any person who has requested not to be contacted; (b) provide false, misleading or inaccurate information to GaiaDigits or any other member; (c) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (d) create more than one unique public profile; (e) harvest or otherwise collect information about GaiaDigits users, including email addresses and phone numbers; (f) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (g) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (h) attempt to probe, scan, or test the vulnerability of the Services, the Website, the Applications, or any associated system or network, or breach security or authentication measures without proper authorization; (i) interfere or attempt to interfere with the use of the Website, the Applications or the Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (j) use the Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (k) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Services; (l) post or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise; or (m) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the GaiaDigits Parties in providing the Website or Applications. Any violation of this section may subject You to civil and/or criminal liability.
Software you acknowledge and agree that the Applications and all intellectual property rights associated therewith are, and shall remain, the property of GaiaDigits. Furthermore, you acknowledge and agree that the source and object code of the Applications and the format, directories, queries, algorithms, structure, and organization of the Applications are the intellectual property and proprietary and confidential information of GaiaDigits. Except as expressly stated in this Agreement, you are not granted any intellectual property rights in or to the Applications by implication, estoppel or other legal theory, and all rights in and to the Applications not expressly granted in this Agreement are hereby reserved and retained by GaiaDigits. The Applications may utilize or include third-party software that is subject to third-party license terms (“Third-party Software”). You acknowledge and agree that Your right to use such third-party software as part of the Applications is subject to and governed by the terms and conditions of the third-party license applicable to such Third-party Software. In the event of a conflict between the terms of this Agreement and the terms of such third-party licenses, the terms of the third-party licenses shall control with regard to Your use of the relevant Third-party Software.
Limitations of Liability and Disclaimers
No Warranties GAIADIGITS, ON BEHALF OF ITSELF AND ITS THIRD-PARTYSERVICE PROVIDERS, LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE, APPLICATIONS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, GAIADIGITS, ON BEHALF OF ITSELF AND ITS THIRD-PARTYSERVICE PROVIDERS, LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER GAIADIGITS NOR ITS THIRD-PARTYSERVICE PROVIDERS, LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE, APPLICATIONS OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE, APPLICATIONS OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Your Representations and Warranties
You represent and warrant that Your use of the Website, Applications and Services will be in accordance with this Agreement and any other GaiaDigits policies and guidelines, and with any applicable laws or regulations.
Indemnity by You
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless GaiaDigits and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and Third-party Service Providers (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website, Applications or Services; (iii) Your provision to GaiaDigits or any of the Indemnified Parties of information or other data; (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) Your violation or alleged violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify, or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
Governing Law; Jurisdiction and Venue
This Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Windsor, Ontario and shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
Requirement of Arbitration
You agree that any dispute, of any nature whatsoever, between You and GaiaDigits arising out of or relating to this Agreement, shall be decided by neutral, binding arbitration in Windsor, Ontario (unless You and GaiaDigits mutually agree to a different arbitrator), who shall render an award in accordance with the substantive laws of Ontario, Canada. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, reasonable attorney’s fees) to the prevailing party.
This agreement to arbitrate will not preclude You or GaiaDigits from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or GaiaDigits from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND PROVINCIAL COURTS LOCATED IN ONTARIO, CANADA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
Survival either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so in accordance with this Agreement. This Agreement shall automatically terminate in the event that you breach any of this Agreement’s representations, warranties, or covenants. Such termination shall be automatic and shall not require any action by GaiaDigits. GaiaDigits remains the right to terminate the use of service with free plan without prior knowledge or consent. Upon termination, all rights, licenses, and obligations created by this Agreement will terminate, except that Specific Sections will survive any termination of this Agreement.
This Agreement constitutes the entire agreement between GaiaDigits and you concerning your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of GaiaDigits or by the unilateral amendment of this Agreement by GaiaDigits and by the posting by GaiaDigits of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. GaiaDigits may assign or transfer this Agreement at any time, with or without notice to You. This Agreement and all Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of GaiaDigits. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and GaiaDigits are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to GaiaDigits and GaiaDigits’ licensors and suppliers and would therefore entitle GaiaDigits or GaiaDigits’ licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions, or provisions of this Agreement.
Violation and Support
If you have evidence, know, or have a good faith belief that your rights or the rights of a third-party have been violated and you want GaiaDigits to delete, edit, or disable the material in question, you must provide GaiaDigits with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit GaiaDigits to locate the material; (d) information reasonably sufficient to permit GaiaDigits to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to GaiaDigits’ designated agent at:
Attn: GaiaDigits Inc.
Address: EPICenter, 2455 Wyandotte St W, Windsor, ON, N9B 0C1