AVAINU APP TERMS AND CONDITIONS (the "Terms" or the "Agreement")
"AvaiNu" is the brand and trademark for the App (as defined below) owned by OiC Professional Services Corp. ("OiC"). All rights (including ownership) of every kind relating to the App and AvaiNu intellectual property are exclusively owned and enforceable by OiC. For the purposes of this Agreement any reference to the term "AvaiNu" shall also be a reference to OiC.
The following General Terms and Conditions (the "Terms") apply to both a visitor's use of the AvaiNu App mobile platform in both iOS and Android formats (the "App") and the use of AvaiNu's website at www.avainu.com (hereinafter the "Website"). The terms "You" or "Your" (in both upper and lower case) refer to the individuals using the App and Website (also an "AvaiNu User") as well as individuals or organizations who are providing services to AvaiNu Users on an App or Website (an "AvaiNu Service Professional"). The terms "We", "Our" or "Us" (in both upper and lower case) refer to OiC's rights as owner of AvaiNu. The Agreement is an agreement between You and Us and by using the App, or visiting the Website, You agree to be bound by the Terms.
BY DOWNLOADING, ACCESSING OR USING OUR APP AND REGISTERING AN ACCOUNT, OR ENGAGING IN ANY WAY WITH A PRODUCT, OR SERVICE OFFERED BY AN AVAINU SERVICE PROFESSIONAL, OR PROVIDING OR OFFERING A SERVICE AS AN AVAINU SERVICE PROFESSIONAL, ACCORDING TO THE TERMS AND CONDITIONS BELOW, YOU REPRESENT AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. YOU ACKNOWLEDGE THAT THESE TERMS CONSTITUTE AN AGREEMENT BETWEEN YOU AND US, EVEN THOUGH IT IS ELECTRONIC AND IS NOT PHYSICALLY SIGNED BY EITHER YOU OR US. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT ACCESS THE APP AND WEBSITE OR USE THE SERVICES OR CONTENT IN ANY WAY.
1. Description of AvaiNu: AvaiNu is a proprietary platform that enables prospective clients to find, book, and connect with service professionals in real-time based on availability and location. Further, AvaiNu helps service professionals maximize revenues and number of clients, and minimize downtime. It enables users (an "AvaiNu User") to maximize their time; and enables service professionals (an "AvaiNu Service Professional") to maximize revenues, increase client count and minimize downtime. Both AvaiNu Users and AvaiNu Service Professionals are bound by these terms and any reference to "You" (in upper or lower case) shall include both an AvaiNu User and an AvaiNu Service Professional.
2. How AvaiNu Works: AvaiNu is a proprietary platform that brings together service professionals and potential clients based on availability and location. Whenever someone is available and needs a service immediately, they can find on their AvaiNu App a service professional (the AvaiNu Service Professional) who is currently available (in real-time) - at the preferred location. The proprietary platform allows for searching, connecting, advertising and booking of services in real time between AvaiNu Users and AvaiNu Service Professionals. The AvaiNu Service Professional and the AvaiNu User connect and agree on the services to be provided using the App. Such transaction is wholly independent from the App and as such we have no responsibility, liability, or warranty in relation to this transaction.
3. Obligations of AvaiNu Users and AvaiNu Service Professionals" AvaiNu Users and AvaiNu Service Professionals agree to adhere to the following covenants, and further agree that a breach of any of the following is sufficient cause for their account with AvaiNu to be terminated:
a. AvaiNu Users: Agree to,
i. Adhere to, or provide reasonable cancellation notice for, any appointments that they set up with an AvaiNu Service Professional; and
ii. Pay all fees associated with any service that they request from an AvaiNu Service Professional;
b. AvaiNu Service Professionals: Agree to,
i. Provide and complete the service requested by the AvaiNu User before they are eligible to receive fees from an AvaiNu User; and
ii. Update their availability to perform services in a prompt and timely manner; and
iii. Not misrepresent that they can perform a service that they are otherwise unavailable to perform.
c. Our protection from liability relating to the engagement between the AvaiNu User and the AvaiNu Service professional shall be complete to the fullest extent of the law. As such, both AvaiNu Users and AvaiNu Service Professionals agree to indemnify and hold Us harmless for any fees, costs, damages, payments, claims of any nature relating to a service appointment that is cancelled or unpaid (on the part of an AvaiNu User) or that is performed incorrectly, or in a way that that causes damages (on the part of the AvaiNu Service Professional). We have shall no liability, whatsoever, with respect to the engagement between an AvaiNu User and an AvaiNu Service Professional other than providing an initial connection through the App. Any decision by an AvaiNu User to engage an AvaiNu Service Professional to perform a service, or a decision by an AvaiNu Service Professional to actually perform a service is an independent transaction between such AvaiNu User and AvaiNu Service professional for which we have no engagement, liability, warranty, or responsibility.
4. Your Account and Profile
a. To become an AvaiNu User or an AvaiNu Service Professional you must download and register the App. During the registration process you will be required to submit your name, phone number, address and company information (in the event of an AvaiNu Service Professional). AvaiNu users may also sign up using their Facebook or LinkedIn accounts (such account sign-in is subject to the terms of Section 20 below).
b. Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person, entity or company. Any violation of these terms, including, without limitation, failure to maintain updated and correct information about your account, which will include maintaining up to date financial information, will cause your account to fall out of good standing and we reserve the right to cancel your account in our sole discretion. If your account is cancelled, you may forfeit any pending, current or future account credits, and any other forms of unredeemed value in your account.
c. Upon termination, the provisions of these terms that are by their nature intended to survive termination (indemnities, waivers, and confidentiality and intellectual property provisions) shall survive. We also reserve the right to change or discontinue any aspect or feature of our services or the App or Website, including, without limitation, requirements and eligibility for use.
d. You may only create and hold one account on the App for your personal use, or for your use as an AvaiNu Service Professional, and You must register using a valid credit card. You are responsible for updating and correcting information you have submitted to create or maintain your account.
e. You understand and agree that we have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the App and Website or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.
5. AvaiNu Service Professional Fees: Currently AvaiNu Service Professionals are not charged a fee for utilizing the App (to the fullest extent available) and posting service availability. We do however reserve the exclusive right to change this provision and charge AvaiNu Service Professionals a fee that we see fit, in our sole discretion, upon thirty (30) day notice to AvaiNu Service Professionals.
6. Your Permission To Use and Access Our App: Your permission to use our App is conditional upon Your agreement that You:
a. are 18 years of age and can enter legally into a binding agreement;
b. will comply with these terms;
c. will provide accurate information when creating an account or downloading the App;
d. are solely responsible for your user account and the activity that occurs while signed in to or while using our App;
e. will not use our App to collect any personally identifiable information, including account names, email addresses, or other such information, for commercial solicitation purposes;
f. will not use the communication systems provided by or contacts made on our App for any commercial solicitation purposes;
g. are solely responsible for your content submissions, including discussion posts, profile information and links, pictures, and other such content (if the same are made available through our App);
h. represent that you own or have the necessary licenses, rights, permissions, and consents to use and authorize us to use any and all content submitted by You to Us in accordance with the licenses granted in these terms;
i. Represent, in the event that you are an AvaiNu Service Professional that you have the necessary skill, resources, business licenses, and legal authority to perform the services that you advertise;
j. Represent, in the event that you are an AvaiNu User that you will pay for services to AvaiNu Service Professionals in accordance with the terms and conditions set out by the AvaiNu Service Professional.
k. will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, or trade secret, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content to AvaiNu; and
l. Hereby agree that we have the right to determine whether any of your content submissions are appropriate and comply with these terms, remove any and/or all of your submissions, and terminate your account with or without prior notice.
m. Failure to adhere to these covenants can result in immediate termination of your AvaiNu Service Professional account.
7. App User Conduct: With respect to the App, both AvaiNu Users and AvaiNu Service Professionals expressly agree:
i. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
ii. Provide accurate information to Us and keep it updated;
iii. Use Your real name (or the real name of your organization) on your profile;
iv. Comply with the Canadian Anti-Spam rules and regulations;
b. To not::
i. Act dishonestly, including by posting inappropriate, inaccurate, or objectionable content or advertisements for work that you cannot perform (as an AvaiNu Service Professional) either because of lack of skill, availability or because the work is not legal to be performed by You;
ii. Add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the "title" or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by AvaiNu);
iii. Create a false identity on AvaiNu;
iv. Misrepresent your identity, including but not limited to the use of a pseudonym;
v. Disclose your password;
vi. Use or attempt to use another's account;
vii. Harass, abuse or harm another person;
viii. Send spam or other unwelcomed communications to others;
ix. Scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);
x. Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;
xi. Disclose information that you do not have the right to disclose (such as confidential information of others);
xii. Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;
xiii. Violate the intellectual property or other rights of AvaiNu, including, without limitation, using the word "AvaiNu" or our logos in any business name, email, or URL;
xiv. Private message any unsolicited or unauthorized advertising to your AvaiNu Service Professional's, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation unauthorized by AvaiNu;
xv. Send messages to distribution lists, newsgroup aliases, or group aliases;
xvi. Post anything that contains software viruses, worms, or any other harmful code;
xvii. Manipulate identifiers in order to disguise the origin of any message or post transmitted through the services;
xviii. Create profiles or provide content that promotes escort services, prostitution or any other illegal offering or service;
xix. Creating or operate a pyramid scheme, fraud or other similar practice;
xx. Copy or use the information, content or data of others available on the App (except as expressly authorized);
xxi. Copy or use the information, content or data on AvaiNu in connection with a competitive service from another AnaiNu Service Professional (as determined by AvaiNu);
xxii. Copy, modify or create derivative works of AvaiNu, the services we offer through the App or any related technology (except as expressly authorized in writing by AvaiNu);
xxiii. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the App or any related technology, or any part thereof;
xxiv. Imply or state that you are affiliated with or endorsed by AvaiNu without our express consent;
xxv. Remove any copyright, trademark or other proprietary rights notices contained in or on our App;
xxvi. Remove, cover or obscure any advertisement included on the App;
xxvii. Collect, use, copy, or transfer any information obtained from AvaiNu without the consent of AvaiNu;
xxviii. Share or disclose information of others without their express consent;
xxix. Use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" the App or any related data or information;
xxx. Use bots or other automated methods to access the App, add or download contacts, send or redirect messages;
xxxi. Monitor the App's availability, performance or functionality for any competitive purpose;
xxxii. Engage in "framing," "mirroring," or otherwise simulating the appearance or function of the App;
xxxiii. Access the App except through the interfaces expressly provided by AvaiNu, such as its App and Website (if applicable);
xxxiv. Override any security feature of the App;
xxxv. Interfere with the operation of, or place an unreasonable load on, the App or Website (e.g., spam, denial of service attack, viruses, gaming algorithms);
8. General Information. All products and services that are described, made available or provided on the App or Website by an AvaiNu Service Professional may be changed or withdrawn at any time without notice. The information, material and content provided in the pages of the App and Website, including pricing information for products, services or deals that are provided by AvaiNu Service Professional's, (the "Information") is believed to be reliable when posted, but there is no guarantee or warranty that it is accurate, complete or current at all times. Without limiting the generality of the foregoing, the Information may include technical inaccuracies or typographical errors, AvaiNu and their officers, directors, employees and agents have no obligation to update the Information, and also have no liability with respect to the Information. The Information on the App and Website may be changed, withdrawn or terminated at any time without notice. Each AvaiNu Service Professional expressly agrees to indemnify and hold Us harmless from any losses, damages, claims or lawsuits as a result of inaccurate or misleading Information provided by an AvaiNu Service Professional.
9. Local laws and Export control
a. It is important to note that not all of the products, services and Information made available or provided on the App and Website by a particular AvaiNu Service Professional are available in all jurisdictions. In addition, the Information does not constitute an offer or solicitation to buy or sell any product, service or information to anyone in any jurisdiction in which an offer or solicitation is not authorized or cannot legally be made, or to any person to whom it is unlawful to make an offer or solicitation.
b. Please be aware of the laws of your country or that otherwise apply to you in relation to any of the matters described in the pages of the App and Website. If you choose to access the App or Website, or purchase a product or service from an AvaiNu Service Professional, you do so on your own initiative and are responsible for compliance with applicable local, national or international laws.
c. You may not use, export or re-export the Information or any copy or adaptation thereof in violation of any applicable laws or regulations, including export laws and regulations of Canada in force from time to time.
10. 10. No Advice: Any Information provided on the App and Website, including any data, text, comments, pages, commentary, is for informational purposes only and is not intended to provide specific financial, investment, real estate, tax, legal, accounting or other advice to you, and should not be acted or relied upon in that regard without seeking the advice of a professional. We will have no liability for any Information that is provided by an AvaiNu Service Professional on the App.
11. No Warranties: AvaiNu provides the App and the Information on an "as is, where is" basis and does not make any express or implied warranties, representations, or endorsements with respect to the App or Website, the products or services offered, or the Information, including without limitation, warranties as to merchantability, operation, non-infringement, usefulness, completeness, accuracy, currency, reliability and fitness for a particular purpose. Further, AvaiNu does not represent or warrant that the App or Website will be available and meet your requirements, that access will be uninterrupted, that there will be no delays, difficulties in use, defects, incompatibility, failures, errors, omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for taking protection and backup of data and/or equipment and for taking reasonable and appropriate precautions to scan for computer viruses or other destructive properties. Further, AvaiNu expressly disclaims any warranty or guarantee, of any kind, relating to bookings not being completed by an AvaiNu Service Professional, work actually performed by an AvaiNu Service Professional, incorrect business information provided in the account of an AvaiNu Service Professional, or an AvaiNu User being dissatisfied with the level or quality of service they receive, and in no way shall We be liable for any of the foregoing.
12. Indemnification: You (both AvaiNu Users and AvaiNu Service Professionals) agree to indemnify, defend and hold Us harmless, as well as our officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of Your use of or inability to use the App, any user postings made by You, Your violation of these Terms or Your violation of any rights of a third party, any claim relating to a service that is performed by an AvaiNu Service Professional for an AvaiNu User, or Your violation of any applicable laws, rules or regulations. AvaiNu reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with AvaiNu in asserting any available defenses. . Further, You (in your respective capacity as an AvaiNu User or AvaiNu Service Professional as the case may be) agree to hold Us harmless and fully indemnify Us, relating to any damages, losses, claims or lawsuits relating to bookings not being completed by an AvaiNu Service Professional, faulty, incorrect, or negligent work performed by an AvaiNu Service Professional, incorrect business information provided in the account of an AvaiNu Service Professional, or an AvaiNu User being dissatisfied with the level or quality of service they receive, and in no way shall We be liable for any of the foregoing.
13. Trademarks, Copyrights and Intellectual Property Rights:
a. Certain names, words, titles, phrases, logos, icons, graphics or designs, or other content on the App and Website, are trademarks or trade names owned by Us. Nothing on the App and Website shall be construed as conferring any license of any intellectual property rights, whether by estoppel, implication or otherwise. The information provided on the App is for your personal use, provided such use includes a reference to the respective copyright and/or trademark notice or attribution as denoted on the pages copied. Except when otherwise stipulated, this information may not otherwise be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without Our express written permission, which permission may be withheld for any reason. The Information is protected under the copyright laws of Canada and other countries. Any unauthorized downloading, re-transmission, or other copying or modification of trademarks and/or the contents of the App and Website may be a violation of federal or other law that may apply to trademarks and/or copyrights, and such actions could subject the copier to legal action.
b. You acknowledge and agree that we retain ownership of all intellectual property rights of any kind related to the App and Website, including applicable copyrights, trade-marks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement, except for the limited right to use the App and Website in accordance with this Agreement. We reserve all rights that are not expressly granted to you in this Agreement.
c. The Content on the App and Website is owned by Us. This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein ("Marks"). The Marks are owned by Us. Content provided by Us is provided to You "AS IS" for your information and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.
d. Further, you grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, worldwide license, with rights to sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, translate, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale, otherwise commercially exploit and exercise any and all such rights, under any and all of Your intellectual property rights related to any content, or any nature, that you may post on the App and Website, in any manner We choose. If You have any rights to the content that cannot be licensed to Us (such as moral rights), you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us or related to our clients and partners anywhere in the world, with respect to such rights.
14. Information Provided By You: You agree that any information or materials that you provide to AvaiNu through the App or Website shall become the sole property of AvaiNu, and may be used freely by AvaiNu. By providing such information and materials, you declare and warrant that you have all necessary rights to submit such information and materials and that the information and materials do not infringe the rights of third parties.
15. Electronic Communication via the Internet: Any unprotected electronic communication over the Internet is, as with communication via other mediums (e.g. cellular phones, post office mail, social mediate pages) not secure or confidential, subject to possible interception or loss, and possible alteration. You should not send any confidential, proprietary or sensitive information about You or others via these mediums. AvaiNu is not responsible for and will not be liable to You or anyone else for any damages in connection with an email, text message, comment, post or any other electronic message sent by You to Us or an email, text message, comment post or any other electronic message sent by an AvaiNu User to You, and you hereby agree to indemnify Us for any damages, claims or causes of action pursuant to this provision.
16. No Endorsements: No endorsement or approval of any AvaiNu Service Professional, or any third party or its advice, opinions, information, products or services is expressed or implied by our authorizing You to use Our App. Further we do not endorse the work, or provide a warranty relating to the work of any AvaiNu Service Professional. If, as an AvaiNu User, you choose to engage an AvaiNu Service Professional to perform certain work, you are doing so of your own free will and choice, without any coercion from Us. As such you accept, wholly, the risk of engaging with said AvaiNu Service Professional. Also, as an AvaiNu Service Professional you are taking on the risk of performing the services for the AvaiNu User, and as such you take on full responsibility relating to this engagement in the same way that you would if you engaged a client outside of the App. You both acknowledge that You have no claim against us in your relationship with each other.
17. No Liability: We are not responsible, and will not be liable to you or anyone else, for any damages whatsoever and howsoever caused (including direct, indirect, incidental, special, consequential, exemplary or punitive damages) arising out of or in connection with the App, or your ability or inability to access or use the App, or any action or decision made by You in reliance on the App, or any errors in or omissions from the App, or any unauthorized use or reproduction of the App, even if We have been advised of the possibility of these damages. We are also not liable in any way for unpaid fees, costs damages, or claims of any kind for work performed by AvaiNu Service Professionals that goes unpaid by AvaiNu Users, nor are we liable in any way for costs, damages, and claims of any kind from AvaiNu Users relating to work done by AvaiNu Service Professionals (whether negligent or otherwise). You agree to fully indemnify and hold Us harmless for any claims of this nature and acknowledge that this clause is reasonable as We are not providing any direct service, other than an interaction portal through the App. You further acknowledge that any engagement between an AvaiNu User and an AvaiNu Service Professional is an independent contract and there is no relationship of privity, joint venture or partnership with Us for that separate transaction.
18. No Unlawful Use: As a condition of Your use of the App and Website, You warrant to Us that You will not use the App or Website for any purpose that is unlawful, or is prohibited by these Terms. You may not use the App and Website in any manner which could damage, disable, overburden, or impair the App and Website or interfere with any other party's use and enjoyment of the App and Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the App and Website. You will not post or distribute any material on the App and Website that violates the rights of any third party
19. Links/Software: The App and Website may include links between the App and Website and other sites. Links from or to other sites, are for convenience only. AvaiNu does not review or control, and are not responsible for, any app or website linked from or to the App and Website, the content of those apps and Websites, the privacy practices of those apps and websites, the third parties named therein, or their products or services. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such apps or websites. We expressly disclaim any representations regarding the content or accuracy of materials on such app and website or the privacy practices of those app and website. If you decide to access App and Website maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, products or services available on or through any such linked site or resource. Linking to any other app or website is at your sole risk and AvaiNu will not be responsible or liable for any damages in connection with such linking. In addition, AvaiNu does not endorse or approve of any app and website linked from or to the App and Website, except for the App and Website of AvaiNu. You may not gather, extract, reproduce and/or display on any other non-AvaiNu app and website or other online service, any material on or from the App and Website, whether or not by the use of spiders or other 'screen scraping' software or system used to extract data without the express consent of AvaiNu which consent may be unreasonably withheld. If you download any document (including all file types) or software, we are not responsible or liable for any difficulties or consequences associated with downloading such software. The use of any downloaded software is governed by the terms of the applicable license agreement, if any, which accompanies such software or is provided with such software or herein.
22. Disclaimer Re: Changes: THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHIC IMAGES ("CONTENT") INCLUDED IN OR AVAILABLE THROUGH THE APP AND WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE CONTENT HEREIN. AVAINU MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE APP AND WEBSITE AT ANY TIME. AVAINU MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, OR ACCURACY OF THE CONTENT CONTAINED ON THE APP AND WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. AVAINU HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU AGREE THAT AVAINU IS IN NO WAY RESPONSIBLE FOR THE ACCURACY, TIMELINESS OR COMPLETENESS OF INFORMATION IT MAY OBTAIN FROM LINKED SITES.
23. Limitation of Liability: We are not responsible for:
a. Losses, costs, damages or claims caused to an AvaiNu Service Professional as a result of an AvaiNu User not paying a service fee to an AvaiNu Service Professional;
b. Losses, costs, damages, or claims by an AvaiNu User because of work performed (or not performed) by an AvaiNu Service Professional;
c. Disputes relating to the engagement of services between an AvaiNu User and an AvaiNu Service Professional;
d. Representations or warranties of any kind made by an AvaiNu Service Professional or AvaiNu User;
e. losses not caused by a breach by Us of these terms;
f. indirect losses which are a side effect of the main loss or damage and which are not reasonably foreseeable by You and Us at the time of entering into these terms, for example loss of profits or loss of opportunity as a result of an AvaiNu User engaging with an AvaiNu Service Professional;
g. content posted by other AvaiNu Users or AvaiNu Service Professional's;
h. loss of data;
i. loss of goodwill;
j. computer, smartphone, or App malfunction or failure;
k. business or commercial losses caused to non-consumers; or
l. failure to provide the App or to meet any of our obligations under these terms where such failure is due to events beyond our reasonable control which prevents us from providing the App and Website or Services or fulfilling any of our other obligations under this Agreement including but not limited to disruptions to the internet, fire, flood, storm, riot, civil disturbance, war, nuclear accident, terrorist activity and acts of God.
24. Reservation of Rights Regarding AvaiNu Service Professional Client Disputes: We reserve the right, and we have no obligation, to monitor, or take any action we deem appropriate regarding disputes that You may have with other AvaiNu Users or any AvaiNu Service Professional. To the extent the law permits, you waive and release Us from any and all claims or liability related to any content posted on the App and Website and from any and all claims related to the conduct of any other clients of ours or any AvaiNu Service Professionals.
25. No Joint Venture / Agency / Entire Agreement / Severability: Unless otherwise agreed in a separate writing, you agree that no joint venture, partnership, employment, or agency relationship exists between You (whether you are an AvaiNu User or an AvaiNu Service Professional) and AvaiNu as a result of the use of the App and Website, or a separate transaction for services is entered into by an AvaiNu User and an AvaiNu Service Professional. AvaiNu performance is subject to existing laws and legal process, and nothing contained herein is in derogation of AvaiNu's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the App and Website or information provided to or gathered by AvaiNu with respect to such use. If any part of this agreement is determined by a court of competent jurisdiction to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect. Unless otherwise specified herein, these Terms constitute the entire Agreement between the user and AvaiNu with respect to the App and Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and AvaiNu with respect to the App and Website.
26. Information Rights and Use of User Consent: When you use our App or Website, You can publish and obtain access to various kinds of information and materials, and content which also includes information and materials posted to the App and Website by You. You agree not to revise or obscure content posted by others (including advertising and promotions authorized by Us), and You agree not to post or use any content in any manner that: infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others, breaches the privacy, publicity, or other rights of third parties, is unlawful, defamatory, discriminatory, libelous, pornographic, obscene, abusive, threatening, harassing, hateful, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, as determined by AvaiNu in its sole discretion, is false or inaccurate, or could damage our company, parent company, sister companies, affiliates, advertisers, or any other third party. Though we strive to enforce these rules with all of our users, You may be exposed through the App or Website to content that breaches our policies or is otherwise offensive. You may use the App and Website at your own risk. We may, but are not obligated to, terminate user accounts and/or remove content from the App and Website if we determine or suspect that those accounts or content will breach the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for your exposure to content on the App and Website whether it breaches our policies or not.
27. Term and Termination: We reserve the right to unilaterally terminate Your account in the event that You breach any of the terms contained herein. We also reserve the right to unilaterally terminate Your account for a reported incident (relating to Your provision of Services as an AvaiNu Service Professional, or your receipt of services as an AvaiNu User), that in our sole discretion, we determine to be detrimental to our business, or other AvaiNu Users or AvaiNu Service Professionals. We may change or discontinue the App and Website or any of the Services at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set forth herein. In the event of any termination, You will immediately stop using our App and Website and our Services. Any Coupon issued prior to termination will be honored according to its terms and the terms of this Agreement specifically applicable to such Coupon.
28. Express Consent To Electronic Communications: The communications between You and AvaiNu uses electronic means, whether You visit the App and Website or send us emails, or whether we post notices on the App and Website or communicate with you via email. For contractual purposes, You (a) expressly consent to receive communications from Us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
29. Changes to These Terms: AvaiNu reserves the right, in its sole discretion, to change the Terms under which the App and Website is offered. The most current version of the Terms will supersede all previous versions. AvaiNu encourages you to periodically review the Terms to stay informed of our updates.