General Terms and Conditions
Purchase of Advertising Services
Chappar Digital Solution Inc. is an advertising Company that its activities are based on online Advertising. Chappar Company Registered in Richmond Hill under company registration number 002559214 registered office at 75 Norman Bethune Ave, First Floor, Unit 105, Richmond Hill, Ontario, L4B 0B6.
Chappar Digital Solutions Limited sells to the client, who purchases the Advertising Services for the indicated monthly or lump sum fee (the Fees) and pursuant to the current Terms and Conditions (the Contract). Following the date of the execution of this Contract, Chappar will on or about the date indicated: provide the Advertising Services and begin offering the digital advertisement in the digital (electronic or mobile) directories. By accessing or using this App, you accept and agree to these terms and conditions (the “Terms”), which include our Privacy Policy, and you agree that your use of this App is subject to these Terms. If you do not agree to all of these Terms, you should not use the App.
The client shall respect stipulated product fulfillment timelines, and provide Chappar all information as may be reasonably required to fulfill its obligation under this Contract. Should the client not provide all information required or fail to respect stipulated product fulfillment timelines, Chappar, after reasonable effort to communicate with the client, may begin billing client the Fees and provide the Advertising Services as is.
We may make changes to these Terms and the Advertising Services from time to time, which will be effective when posted on this App. We may not notify you directly/personally of changes to the Terms and so we encourage you to check the App regularly for any updates. Your continued use of this App following the posting of changes will mean you accept those changes. Chappar may modify the Advertising Services if said modification is to the advantage of the client or such modification does not substantially affect the rights and obligations of the client.
General
These Terms, together with any documents or links to other terms referred to in them, constitute the whole agreement between you and us and supersede and extinguish any prior understandings, agreements or terms relating to such subject matter.
The rights and remedies provided in these Terms are cumulative and are not exclusive of any rights and remedies provided by law or otherwise. No breach by either you or us of any provision of these Terms shall be waived or discharged except with the express written consent of the other.
No failure or delay by either you or us in exercising any right, power or privilege under these Terms shall operate as a waiver of that right, power or privilege and no single or partial exercise by either you or us of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege. These Terms shall be binding on and ensure for the benefit of each party’s successors in title.
App Content
This App and all material on this App (and Site), including, but not limited to, text, graphics, photos, logos, button icons, images, databases, data compilations, data and software (“Content”) are owned and/or controlled by us (or licensed to us by our affiliates and/or licensors).
You may not without our express written agreement use, transfer, copy or otherwise reproduce or modify any part of the App, the Content or any code underlying or relating to the App in any form or by any means (electronic, mechanical or otherwise) except to the extent expressly permitted under these Terms.
Using App
You will not provide or transmit via the Services any User Content that:
Content provided by you
You are solely responsible for ensuring that you hold and will continue to hold all of the rights that you need to have in order to transmit User Content to us and to grant to us the rights granted in these Terms.
Certain services made available to you from time to time on this App may allow you to upload or otherwise provide content to us and/or other users. All content that you provide, including but not limited to any and all text, graphics, photos, images, audio and audio visual material, and all information accompanying the same is referred to in these Terms as “User Content”.
By uploading, sending or otherwise making available User Content to us, you are authorizing us, and granting us a royalty-free, non-exclusive license to exploit the User Content in order to:
We may incorporate links in and around your User Content and display advertisements within, around or in connection with your User Content. As between you and us, you will retain ownership of your User Content at all times.
By providing User Content to us, you agree that:
You also agree that the User Content and the rights and licenses granted to us under these Terms do not and will not violate any applicable Canadian law, statute or regulation and do not and will not breach any duty toward or rights of any person or entity including, without limitation, intellectual property rights, publicity or privacy rights, or rights or duties under consumer protection, product liability, tort or contract theories.
You acknowledge and accept that we have the right but not the obligation to monitor and to moderate your User Content provided to us and that we have the right to remove, edit and suspend any User Content that we consider in our absolute discretion to be inappropriate and in appropriate cases to provide copies of your User Content to the appropriate authorities. You also accept, however, that we have no obligation to monitor or moderate any of your User Content and our right to do so should not in any respect be regarded as a substitute for your obligations under these Terms.
Client Responsibility
The client is responsible for making use of the Transaction Information in accordance with the terms of this Contract, Chappar’s privacy policy and all applicable laws, including but not limited to Canada’s anti-spam legislation. The client must not disclose or convey the Transaction Information to any third party (except as necessary for the client to perform its obligations under the Services) and for maintaining the confidentiality of the Transaction Information.
The client is responsible for processing all consumers’ cancellations and refunds as applicable. Further, client must ensure to update menus and pricing information found on the Services.
Once Chappar has transmitted the Transaction Information to the client, the client shall be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, delivery of the ordered items (if applicable); any erroneous, fraudulent or unpaid Orders; any unfulfilled Reservations. If the client cannot fulfill an Order, or any portion thereof, the client shall cancel such Order, or portion thereof and promptly notify the consumer of such cancellation. The client shall deliver only the items ordered by the consumer in the Order and shall not add any product, material or information that promotes in any way competitors of Chappar.
Client’s Credit
The client acknowledges that this Contract is strictly conditional upon Chappar’s approval of the client’s credit. Chappar may cancel this Contract if it deems, at its sole discretion, that the client’s credit is not satisfactory. The client therefore authorizes Chappar to conduct all usual enquiries with third parties regarding the client’s solvency and credit and to record in the client’s file and disclose to third parties information regarding the client’s credit.
Late Charges
The client undertakes to pay the Fees due pursuant to this Contract upon receipt of Chappar’s invoice which may be forwarded directly by Chappar.
Increase of Fee
The Fees due pursuant to this Contract may be increased annually by Chappar, in accordance with its standard practices. The client shall pay Chappar the increased Fees upon receipt of a notice of increase from Chappar.
Early Termination
The client shall be in default of this Contract should any one of the following occur (a) the client does not pay the Fees due pursuant to this Contract; (b) the client ceases doing business (c) the client reproduces either a portion of or in its entirety the Advertising Services created by Chappar in any other media without Chappar’s consent (hereinafter collectively referred to as a “Default”);
On the occurrence of any Default, Chappar may terminate this Contract immediately. Furthermore all Fees for the remaining Term under this Contract shall become immediately due and payable to Chappar as liquidated damages.
Chappar may terminate this Contract or any portion of the services provided hereunder at any time for any reason by providing the client with a thirty (30) day written notice. Chappar shall reimburse all Fees and other charges for unrendered services paid by the client. That sum is paid as liquidated and ascertained damages by Chappar to the client as full and final settlement and satisfaction of Chappar’s entire liability for any loss, damages, costs and/or expenses suffered or incurred by the client arising from an early termination. Unless terminated in accordance with section above, the client may not unilaterally terminate this Contract.
We may, in our sole discretion, terminate your password, account (or any part thereof) or use of this App without notice if you are in breach of these Terms or if we believe in our absolute discretion that your User Content or your use of the App or any of the services of Content made available on the App is unsuitable.
Termination, suspension or cancellation of your access rights shall not affect any other right or relief to which we may be entitled, at law or in equity.
Upon termination, all rights granted to you under these Terms will automatically terminate and immediately revert to us and our licensors (save for any continuing rights which you may have in connection with products which you have purchased from this Site).
Events outside Our Control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control. Our performance under these Terms is deemed to be suspended for the period that any such event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to find a solution by means of which our obligations may be performed despite such event.
Ads, Forums, Message Boards
You will be required to register with us in order to use any ad, forums or message boards or other similar social networking services provided on this App (Site) from time to time.
For the purposes of these Terms, messages posted on any such services are treated as User Content and are subject to the applicable rules set out in these Terms.
Although the administrators and moderators of the App will attempt to keep all objectionable messages off the App, it is impossible for us to review all messages or comments.
Messages posted express only the views of the author and we are not responsible for the content of any message. We may remove, move, edit or close any message or thread for any reason. We strongly advise you not to post your contact or other personal details on the App.
Automatic Renewal
Except for Search Engine Advertising Services, and Facebook Solution, this Contract and the Advertising Services are automatically renewed for consecutive subsequent periods (each a “Renewal Period”) equal in length to the initial term (the “Initial Term”) (Renewal Period and Initial Term collectively referred to as the “Term”), unless the client gives Chappar a written notice of non-renewal at least 2 months before the end of the Initial Term or any Renewal Period. Notwithstanding the foregoing Chappar may at its discretion cease offering Guaranteed Placement products in high demand markets/categories to the client where Chappar has been unable to attain the client’s confirmation of renewal.
No Warranty of success for Client
The client acknowledges that, in order to promote the Advertising Services, Chappar may convey data, including statistics, estimates of performance or other types of information, which illustrate the results obtained by certain Chappar clients, or average results obtained by certain groups of Chappar clients. Chappar declares that such data is, to the best of its knowledge, accurate and that said data has been obtained from credible and independent sources. The client also acknowledges that such data is conveyed solely for informational purposes, that Chappar does not conduct any analysis regarding the client’s business and that consequently, the results obtained by the client may vary considerably from client to client.
Client warranty
The client warrants that it is authorized to display the digital advertisement and the Website under the heading and in the territory indicated on Contract. The client warrants that it holds all permits or licenses which may be advertised, including any license to practice issued by any professional or other regulatory body exercising its jurisdiction over the client’s activities. The client further warrants that it holds all the rights to use the trademarks or trade names included in digital advertisement and the Website and that such use does not violate any provision of any law or statute, including the Trademarks Act, the Copyright Act and any other law or statute relating to intellectual property.
Registration and Passwords
If any particular service offered as part of the App requires you to register with us or set up an account, you will need to complete a registration process by providing certain information (including your name, email address and, in some cases, payment details) and registering a username and password for use in connection with that service. You agree that you will provide truthful and accurate information when registering or opening an account. The decision to register a password is in our discretion and we may revoke your password at any time.
You are responsible for maintaining the confidentiality of the password and your account information, and you are solely responsible for all activities that occur under your password or account and for any access to or use of this App by you or any person or entity using your password, whether or not such access or use has been authorized by you, and whether or not such person or entity is your employee or agent.
You must immediately notify us of any unauthorized use of your password or account or any other breach of security.
We will not be liable for any loss or damage whatsoever resulting from the disclosure of your username and/or password contrary to these Terms. You may not use another person’s account at any time without the express permission of the account holder.
We will not be liable for any loss or damage resulting from ads or information available from our clients in App. Before using ads or information available in App you must search and be sure of their accuracy.
Third Party Content
The client acknowledges and agrees that Chappar may aggregate, display and publish third party content related to the client, as well as publish the client’s content to third party partners of Chappar. Further, the client acknowledges and agrees that Chappar shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with third party content or the publishing of client’s content to third party partners. The client releases Chappar from all liability with respect to third party content or the publishing of client’s content to third party partners.
Chappar may assign this Contract or any of its obligations and any payment due under it to a third party without prior written consent from the client. The client may not assign this Contract without Chappar’s prior written consent. If the client sells its business or its assets, then the client shall promptly notify Chappar and Chappar may consent to the assignment.
Limitations & Exclusions
The client acknowledges that Chappar provides a very large number of advertising services and those errors may thus occur. Chappar cannot provide the Advertising Services, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the client also acknowledges that such a limitation of liability clause is a material basis of this Contract, that such a limitation of liability constitutes an essential consideration of Chappar’s undertaking to offer the Advertising Services for the Fees agreed upon.
In the case of any error or omission in the Advertising Services, Chappar’s liability will be limited to the sum of the Fees due pursuant to this Contract for the Initial Term or any applicable Renewal Period for the affected Advertising Services. The client acknowledges that the present limitation of liability equally applies to the client’s telephone service provider and third party vendors of Chappar, if applicable. The client must notify Chappar of any errors or omissions in the Advertising Services within forty-five (45) days of Chappar having provided the Advertising Services. Should the client not notify Chappar within said notice period, the client shall forfeit all rights related to such errors or omissions.
Chappar’s Trademark & Intellectual Property
The client acknowledges that it is not authorized to use Chappar’s name or any of its trademarks without the prior written consent of Chappar. The client also acknowledges that Chappar owns the intellectual property rights related to the Advertising Services, including but not limited to digital advertisement and Website. The client undertakes not to reproduce same without Chappar’s prior written consent. Notwithstanding the foregoing and provided the client is not in default of payment of Fees, upon expiry of the Initial Term client may obtain all transferable intellectual property associated with their Website.
License of Service
Chappar hereby provides you with a limited, revocable license to use the Services (the “License”). The License may be terminated at any time by Chappar if you breach the terms and conditions found within this Contract. .
the client grants, as well as represents and warrants that it has the right to grant to Chappar and its affiliates, a royalty-free, non-exclusive, sub-licensable, perpetual, irrevocable right and license to use, reproduce, display, distribute, aggregate, adapt, and distribute the client’s name, trademarks and Restaurant Content throughout Chappar properties and its affiliates’ properties. “Restaurant Content” shall mean all images, menus, information and other content relating to and provided by the client to Chappar or its affiliates for use in connection with the Services.
Transfer of Rights and Obligations
The contract between you and us created by your acceptance of these Terms (the “Contract”) is binding on you and us and on our respective successors and assigns.
You may not transfer or assign charge or otherwise dispose of the Contract, or any of your rights or obligations arising under it, without our prior written consent.
We may transfer, assign, charge or sub-contract the Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract provided that we remain primarily liable for the fulfillment of our obligations under the Contract.
Communication
Applicable laws require that some of the information or communications we send to you should be in writing. When using this App, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our App. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. For the avoidance of doubt, all communications, including the conclusion of the contract, will be in English. This does not affect your statutory rights. Parties acknowledge that they have requested that this Contract be drafted in the English language.
All notices given by you to us must be given to us at the address or email address specified in the Contact Us area of the App. We may give notice to you at the email or postal address you provide to us when placing an order or registering with the App, or by posting the notice on the App. Notice will be deemed received immediately when posted on our App, 24 hours after an email is sent, or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that the email was sent to the specified email address of the addressee.
When an individual consumer places an order using the platform offered through the Ordering Services (the “Order”) Chappar will electronically transmit to the client the applicable Order information which may include the consumer’s name, phone number, address, and email address (the “Transaction Information”). Chappar will send an automated email message to each consumer confirming receipt of the Order.
Limitations of Liability
The client hereby agrees to defend, indemnify and hold Chappar harmless against any actions, losses, liabilities, penalties, damages, legal costs and reasonable attorney’s fees which are incurred by Chappar and which arise from a violation or an alleged violation of third party intellectual property rights and of the Canada’s anti-spam legislation.
Chappar make no representations or warranties of any kind, whether expressed or implied, including any implied warranties of merchantability, fitness, condition, design or operation, including for a particular use, of the Services. The Services are offered on an AS IS basis. The client’s exclusive remedy for any claim arising under this Contract or for any error or omission in the Services shall be for Chappar to use commercially reasonable efforts to cure the breach at its expense and failing that, Chappar’s liability will be limited to the sum of the fees due pursuant to this Contract during the last twelve months. Chappar shall not in any event be liable to the client for third party damages or claims; or for special, punitive or indirect damages.
Privacy Provisions
If the client is an individual, Chappar informs the client that their personal information will be used to enable Chappar to meet its obligations under this Contract and to provide the requested Advertising Services to the client. Personal information may be shared with agents or contractors of Chappar in connection with services that these individuals or entities perform for Chappar in connection with the Advertising Services. Our written agreements with such agents and contractors ensure that personal information can only be used for the purposes for which it was shared and that these agents and contractors handle the personal information in accordance with Chappar’s Privacy. The client authorizes Chappar to include the client’s name, email address, street address, telephone number and other general business information on its nominative list of clients for marketing purposes or charitable canvassing and to give this nominative list to its contracting partners for the same purposes; the client reserves the right to cancel such authorization at any time, upon request to Chappar’s Customer Service.
Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with Canada law and you and we hereby irrevocably submit to the non-exclusive jurisdiction of the Canadian Courts as regards any claim or matter arising in relation to these terms.
Please see our Privacy Policy for further explanation as to how we use the information we collect from you. These Terms were last updated on 1 February 2017
