Terms of Use

Please read these terms of use carefully before using the service offered by HWISEL SOFT INC. (“HWISEL” “we,” “us” and terms of similar meaning). These Terms of Use set forth the legally binding terms and conditions for use of the various services provided by HWISEL and the website owned and/or operated by HWISEL for use in delivering service to subscribers with billing addresses in Canada, including, without limitation the HWISEL website, and any other sub- domains thereof and all mobile applications and other methods of content distribution (“Sites“), and any other features, content, or applications offered from time to time by HWISEL in connection therewith (collectively, with the sites, “Service“).  By using the Sites or Service in any manner, you agree to be bound by these Terms of Use. If you do not agree to abide by these Terms of Use or any future Terms of Use, do not use (or continue to use) the Service.  These Terms of Use apply to all users of the Sites or Service, and other materials or service on the Sites.  You hereby acknowledge and agree that any service and content provided to you through the Service, are being provided you by HWISEL.

1. THE SERVICE

The Service constitutes a technology platform that enables users of HWISEL’s mobile applications or websites provided as part of the Service (each, an “Application“) to arrange and schedule repair services and/or related products for residential appliances including but not limited to, furnaces, air conditioners,   water heaters, and other household appliances, with independent third party providers of such services under agreement with HWISEL or certain of HWISEL’s affiliates (“Third Party Providers“). Unless otherwise agreed by HWISEL in a separate written agreement with you, the Service is made available solely for your personal, noncommercial use.

YOU ACKNOWLEDGE THAT HWISEL DOES NOT PROVIDE REPAIR SERVICES OR FUNCTION AS A SERVICE CONTRACTOR NOR IS LICENSED FOR SUCH SERVICES AND THAT ALL SUCH SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY HWISEL OR ANY OF ITS AFFILIATES.

2. YOUR USE OF THE SERVICE

2.1       User Accounts

 

In order to use most aspects of the Service, you must register for and maintain an active personal user Services account (“Account“). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to HWisel certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Service or HWISEL’s termination of these Terms of Use with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by HWISEL in writing, you may only possess one Account.

 

2.2       User Requirements and Conduct

 

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive repair services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Service, and you may only use the Service for lawful purposes. In certain instances, you may be asked to provide proof of identity to access or use the Service, and you agree that you may be denied access to or use of the Service if you refuse to provide proof of identity.

 

2.3       Text Messaging.

 

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

 

2.4       Promotional Codes.

 

HWISEL may, in HWISEL’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Service and/or a Third Party Provider’s services, subject to any additional terms that Hwisel establishes on a per promotional code basis (“Promo Codes“). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by HWISEL; (iii) may be disabled by HWISEL at any time for any reason without liability to HWISEL; (iv) may only be used pursuant to the specific terms that HWISEL establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. HWISEL reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that HWISEL determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms of Use.

3. PAYMENT

You understand that use of the Service may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges”). After you have received services or goods obtained through your use of the Service, HWISEL will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by HWISEL. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. HWISEL will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.

All Charges are due immediately and payment will be facilitated by HWISEL using the preferred payment method designated in your Account, after which HWISEL will provide you a receipt. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that HWISEL may, as the Third Party Provider’s  limited payment collection agent, use a secondary payment method in your Account, if available.

As between you and HWISEL, HWISEL reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Service at any time in HWISEL’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. HWISEL will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. HWISEL may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Service, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Service or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee.

This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Except with respect to the Service requested through the Application, HWISEL does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. Any representation by HWISEL (on HWISEL’s website, in the Application, or in HWISEL’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that HWISEL provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.

3.1       Credit Check

HWISEL requires payment for certain features and the use of the Application and for any Add- ons.  Should you elect to subscribe to the Service, you shall pay all applicable fees, as described on the Site in connection with the Service. HWISEL reserves the right to change its price list and to institute new charges at any time, upon thirty (30) days prior written notice to you by letter, e-mail, text message, bill message or other communications.  If they do change, your continued use of the Application or the Add-ons, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change.  You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

HWISEL reserve the right to approve you or require additional conditions (such as satisfactory credit checks) for the payment option you select. You acknowledge and understand HWISEL may perform credit checks on you and obtain information about your credit history from a credit reporting agency, credit grantor etc. You further acknowledge and understand that HWISEL may also disclose your credit history to credit reporting agencies, credit grantors and collections agencies in a manner consistent with the Privacy Policy and Terms of Use.

4. ACCEPTANCE OF TERMS OF USE

By registering, accessing or using the Service you represent that you have read, understand and agree to be bound by these Terms of Use and all other policies incorporated by reference in these Terms of Use, including but not limited to HWISEL’s privacy policy (the “Privacy Policy“) located at: www.hwisel.com.  This acceptance applies to HWISEL Technician’s and the persons whom they give access to their HWISEL account (“Subscribers“) and our own Technicians who use the Service whether they are Subscribers, Technicians, members of the HWISEL forum, people who post comments on the HWISEL blog, or casual browsers of the Site (“Users“).

You hereby expressly acknowledge and agree that your download, installation, and/or use of any software, service and content in connection with the Service are governed by these Terms of Use, Privacy Policy and any other terms or conditions incorporated by reference into these Terms of Use.

HWISEL retains the right to monitor the Service to determine a user’s  compliance with these Terms of Use, including any operating rules established by HWISEL and to satisfy any law, regulation or authorized government request.

If you do not abide by the Terms of Use you agree that HWISEL may immediately cancel or terminate your access to the Service (or any part thereof), deactivate or delete your specific user account, if any, and all related information and/or files in your account and/or bar any further access to such information and/or files and/or Service (or part thereof).

5. PRIVACY POLICY

Please refer to HWISEL’s privacy policy, available at (the “Privacy Policy“) for information on how HWISEL collects, uses and discloses personally identifiable information from its users. By using the Service, you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

6. REGISTRATION DATA; ACCOUNT SECURITY

As a condition to using the Service, you will be required to register for an account on the Service. You shall provide HWISEL with accurate, complete, and updated registration confirmation. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account.

You represent that you are the age of majority in the jurisdiction in which you reside.  You also agree to: (a) provide accurate, current and complete information as may be prompted by any registration form(s) on the Service (“Registration Data“); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to HWISEL, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to HWISEL. If you provide any information that is untrue, not current or incomplete, HWISEL has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

Any personal information you provide in the registration form, through the ongoing use of the Service, or through any inquiries or interactions with HWISEL representatives will be collected in accordance with, and for the express purposes set out in the HWISEL Privacy Policy which is incorporated into these Terms of Use by reference.

7. MODIFICATIONS OF TERMS OF USE AND/OR SERVICE

HWISEL reserves the right to change or modify the Terms of Use or any policy or guideline applicable to the Service, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any, or we will post a notice in the Application visible to you the next time you access the Application. If you do not agree with the changes, you may cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Service after such time will constitute your acceptance of such changes or modifications. You should from time to time review these Terms of Use and any policies and documents incorporated in them to understand the Terms of Use and conditions that apply to your use of the Service. The Terms of Use will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms of Use, you must stop using the Service. If you have any questions about these Terms of Use, please email us at support@Hwisel.com.

8. OWNERSHIP, COPYRIGHT AND TRADEMARKS

In these Term of Use the content available through the Service, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.  All Content and all software available on the Service or used to create and operate the Service is the property of HWISEL or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Service, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners. Reference to any products, service, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by HWISEL.

HWISEL bears no responsibility or liability for, or for any loss or damage to, the Content.

Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any Content posted or stored on the Service, and we may do this at any time and for any reason.

9. YOUR LIMITED LICENSE OF YOUR CONTENT TO HWISEL

By posting or distributing Content to or through the Service (“User Content“), you (a) grant HWISEL and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Service from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Service; and (ii) the use and posting or other transmission of such User Content does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such other Users for their use of the Service, as described in these Terms of Use.

These licenses granted by you are non-exclusive because you have the right to use your User Content elsewhere. Said licenses are royalty-free because we are not required to pay you for the use of your User Content on the Service. Said licenses are transferable because we shall have the right to transfer these licenses to any successor operator of the Service.

10. OUR LIMITED LICENSE OF CONTENT TO YOU

HWISEL grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Service and to view, copy and print the portions of the Content available to you through the Service. Such license is subject to these Terms of Use, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms of Use; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Service or the Content other than for their intended purpose.

Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, these Terms of Use and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Term of Use may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by HWISEL at any time.

Your use of any Add-on is governed by the End User License Agreement that applies to that Add- on, and not by this Section of the Term of Use. That End User License Agreement is an agreement between you and the provider of that Add-on, and you acknowledge that that End User License Agreement is a binding agreement between you and that provider. Your use of the Service through an Add-on, including any Content that may be delivered to you through the Add-on, is subject to this Section of the Terms of Use.

You represent and warrant that your use of the Service and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.  You further represent that you shall use the Service and the Content for lawful purposes only.  To request permission for uses of Content not included in this license, you may contact HWISEL at the address set out at the bottom of these Terms of Use.

11. USING THE HWISEL API

This Section contains terms and conditions applicable to your use of the HWISEL API, whether you are a Subscriber or other User, including a developer or operator of a website or application (such a website or application, a “HWisel API Implementation“, and the developer or operator, an “API Developer“) who wishes to use the HWISEL API for the purpose of including Content in your HWisel API Implementation. If you are a Subscriber and you procure a third-party to develop a HWisel API Implementation for you, this Section applies to your and their use of the HWisel API, and you are responsible for their compliance with this Section to the same extent as though you were developing the HWisel API Implementation yourself.

If you are an API Developer and not otherwise a User, your use of the HWisel API constitutes your agreement to these Terms of Use. We may change these Term of Use without notice to you by posting new Terms of Use on the Site. It is your responsibility to review the Site for changes to these Terms of Use. If you use the Service after new Terms of Use are posted, your use of the Service constitutes your agreement to the new Terms of Use. If you do not wish to be bound by the new Terms of Use, cease your use of the Service.

If you are an API Developer and not otherwise a Subscriber or other User of the Service, the license set forth in this Section applies to your use of the HWisel API, and the license set forth in Section 6 does not apply to your use of the Hwisel API. If you are also a Subscriber or other User, the license set forth in Section 6 applies to your use of Content other than the HWisel API, and this Section applies to your use of the HWisel API.

HWISEL grants you a limited, revocable, non-exclusive, non-sublicensable license to use the HWisel API as provided by HWISEL, in the manner permitted by the Terms of Use. Such license does not license any other Content to you, including Subscriber Content. If you wish to use your HWisel API Implementation to display or deliver any Content provided to us by a Subscriber, you must obtain the prior agreement of that Subscriber to that use, by obtaining a license from the Subscriber, in terms of use governing the use by that Subscriber of your HWisel API Implementation, for your use of that Content. This limited license is subject to the usage restrictions set forth in Section 6, and any further restrictions set out in your Terms of Use and privacy policy agreed to by the Subscriber. If you do not present Terms of Use and a privacy policy to our Subscribers upon their use of your HWisel API Implementation, you may not use the HWisel API.

Your use of the HWisel API is also subject to the following restrictions. You may not:

  • Interfere or attempt to interfere in any manner with the proper workings of the HWisel API, or create or distribute any HWisel API Implementation that adversely affects the functionality or performance of the Service or adversely impacts the behavior of other applications using the HWisel API;
  • misrepresent your identity or intentions when communicating with us in relation to the HWisel API, use the developer credentials licensed to a different individual or entity, allow your credentials to be used by others, or mask your usage of the HWisel API;
  • use the HWisel API in association with, or as a component of, any website that in the sole discretion of HWisel is determined to be obscene or otherwise inappropriate;
  • use the HWisel API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code;
  • use the HWisel API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality;
  • replicate, in whole or in part, the “look and feel”  of HWisel with your HWisel API Implementation;
  • include in your HWisel API Implementation a combination of visual, design, or functional elements that could reasonably be expected to cause confusion between HWisel and your HWisel API Implementation among users;
  • disparage or otherwise negatively represent HWisel in your HWisel API Implementation;
  • use the HWisel API for any application that attempts to replace or replicate the essential user experience or functionality of the Service;
  • reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof;
  • circumvent or render ineffective any IP address-based functionality or restriction imposed by the Service;
  • circumvent technological measures to prevent direct database access, nor manufacture tools or products to that effect;
  • build conversion functionality that converts Content from the Service to a competing product or service; or
  • at any time you are operating your HWisel API Implementation, solicit, interfere with or endeavor to entice away from us any of our Subscribers.

You agree to carefully monitor your use of the HWisel API and ensure that it remains within reasonable operational limits for both your own server capacity and for ours. You acknowledge and agree that we may impose or adjust the limit on the number of transactions you may send or receive through the Service; such fixed upper limits may be set by us at any time, at our discretion.

HWISEL has no responsibility to any person for any use or misuse of any Content obtained through the HWisel API. If you are a Subscriber, you should consider carefully whether you wish to give an API Developer access to your Content through the HWisel API. If you wish to revoke access to your Content through the HWisel API, you should change your HWisel API key or revoke authorization of the HWisel API Implementation to your Content. Please contact us at support@Hwisel.com if you want assistance doing this.

HWISEL may monitor your use of the HWisel API for any reason, including but not limited to: quality assurance, the improvement of HWISEL products and services, and for verification of your compliance with these Terms of Use. You shall not interfere with such monitoring or otherwise obscure from HWISEL any aspect of your use of the HWisel API. You acknowledge that any use by us of your HWisel API Implementation for such purpose will not constitute our agreement to any terms of use you purport to require us to comply with in such use.

12. USE OF INTERACTIVE AREAS AND THE SERVICE

The Service may include discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Service (“Interactive Areas”). If HWISEL provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Service will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following:

  • Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  • Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  • Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  • Unsolicited promotions, political campaigning, advertising or solicitations;
  • Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
  • Viruses, corrupted data or other harmful, disruptive or destructive files;
  • Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
  • Content that, in the sole judgment of HWISEL, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Service, or which may expose HWISEL or its affiliates or its users to any harm or liability of any type.

Finally, HWISEL has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Service generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Service you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.

Any use of the Interactive Areas or other portions of the Service in violation of the foregoing violates these Term of Use and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Service.

13. NO RESPONSIBILITY FOR THIRD-PARTY SERVICES, SITES OR CONTENT

The Service may permit you to link to other websites, applications, or resources on the Internet or directly to the application server that are not owned or operated by HWISEL (“Third-Party Sites“) and other websites or resources that are not owned or operated by HWISEL may contain links to the Sites and Service, including third-party content (“Third-Party Content“) and third- party services (“Third-Party Services“), including Add-ons, payment processors and other payment intermediaries or applications that you may use in connection with your use of the Service (collectively, “Third-Party Materials“).  Not to limit the generality of this section, Third-Party Service content may include Smart Home devices, applications, content including from Smart Thermostats, Door Bell Cameras, Security Systems, and more.

When you access Third-Party Sites, Third-Party Content, and/or Third-Party Service Devices you do so at your own risk.  You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third-Party Services relating to your use of the Service and that you will act in accordance with those policies, in addition to your obligations under these Terms of Use.  These other websites are not under HWISEL’s control and you acknowledge that HWISEL is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources.  The including of any such links/applications does not imply endorsement by HWISEL or any association with its operators.   You further acknowledge and agree that HWISEL 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 the use of or reliance on any such content, goods, services, available on or through any such website or resource, applications, or devices.

You acknowledge and agree that HWISEL and its affiliates are third party beneficiaries of the End User License Agreement for each Add-on, and that, upon your acceptance of the terms and conditions of the license to any such Add-on, HWISEL will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

14. ADVERTISEMENTS AND PROMOTIONS

HWISEL may run advertisements and promotions for its own Service and from third parties on the Service. Your business dealings or correspondence with, or participation in promotions of, advertisers other than HWISEL, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. HWISEL is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Service.

15. WARRANTY DISCLAIMER

The Site, the Content, the Add-ons and the Service are provided to you on an “as is” basis without warranties from HWISEL of any kind, either express or implied. HWISEL expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. HWISEL does not represent or warrant that Site, the Content, the Add-ons or the Service are accurate, complete, reliable, current or error-free.  While HWISEL attempts to make your access to and use of the Service safe, HWISEL does not represent or warrant that the Site, the Content, the Add-ons or the Service are free of viruses or other harmful components.

16. LIMITATION OF LIABILITY; INDEMNITY

You waive and shall not assert any claims or allegations of any nature whatsoever against HWISEL, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties“) arising out of or in any way relating to your use of the Site, the Content, the Add-ons or the Service, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content, the Add-ons or the Service. You use the Site, the Content, the Add-ons and the Service at your own risk.

Without limitation of the foregoing, neither HWISEL nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content, the Add-ons or the Service, including without limitation any damages caused by or resulting from your reliance on the Site, the Content, the Add-ons or the Service or other information obtained from HWISEL or any other Released Party or accessible via the Site, the Content, the Add-ons or the Service, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to HWISEL or any other Released Party’s records, programs or services.

In no event shall the aggregate liability of HWISEL, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content, the Add-ons or the Service exceed any compensation paid by you for access to or use of the Site, the Content, the Add-ons or the Service, as the case may be, during the three months prior to the date of any claim.

You shall defend, indemnify and hold harmless HWISEL and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content, the Add-ons and the Service, and if you are a Subscriber, from your Technician’ use of the Service and from the use of the Site, the Content, the Add-ons and the Service by any person to whom you give access to your account (including Attendees or advisors), including any claims made by any person that any of your, and if you are a Subscriber, your Technician’, User Content infringes the rights, including the intellectual property rights, of any third party.

17. COMMUNICATIONS

Notices that we give you (other than notice of amendment of these Terms of Use, which is discussed in the introduction of these Terms of Use) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Subscribers and Technician in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.

Subject to the Privacy Policy, if you send to HWISEL or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how (“User Submissions“), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that HWISEL can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.

18. APPLICABLE LAW AND VENUE

The Service is controlled by HWISEL and operated by it from its offices in Toronto, Ontario. You and HWISEL both benefit from establishing a predictable legal environment in regard to the Service. Therefore, you and HWISEL explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content, the Add-ons or the Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.

If you choose to access the Service from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify HWISEL and the other Released Parties for your failure to comply with any such laws.

19. TERMINATION/MODIFICATION OF LICENSE AND SITE OFFERINGS

Notwithstanding any provision of these Terms of Use HWISEL reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Service, or any portion thereof (including any use of any Add-on) and the rights of any third party to which you have granted access to your User Content through the HWisel API; (b) block or prevent your future access to and use of all or any portion of the Service or Content (including any use of any Add-on) and the rights of any third party to which you have granted access to your User Content through the HWisel API; (c) change, suspend or discontinue any aspect of the Service or Content; and/or (d) impose limits on the Service or Content.

20. INACTIVE ACCOUNTS; TERMINATION OF AGREEMENT

If your account is inactive for at least two (2) months, we may deactivate your account. Deactivated accounts are not immediately deleted and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance at support@Hwisel.com. If after your account has been deactivated you do not seek to restore the account within a reasonable period of time, we may terminate it at any time in our sole discretion and without further notice to you.

Either you or HWISEL may terminate your use of the Service including your agreement to these Terms of Use at any time. If you terminate your use of the Service you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your account to the nearest month-end after termination) including for any Add-ons you may be using. When your HWISEL account is terminated, your User Content will, shortly thereafter, not appear on the Service, except for User Content submitted to public areas of the Site such as the blog, forum, or product reviews, which may remain on the Site after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non- exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.

If these Terms of Use expire or terminate for any reason, Sections 6, 8, 9, 10, 13, 15, 16, 20, and 21, and any representation or warranty you make in these Terms of Use, shall survive indefinitely.

21. MISCELLANEOUS

If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. HWISEL may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of HWISEL, and any such attempted assignment will be void and unenforceable. These Terms of Use constitute the entire agreement between you and HWISEL regarding your use of the Site, the Content, the Add-ons and the Service, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and HWISEL regarding your use of them. The parties confirm that it is their wish that these Terms of Use, as well as any other documents relating to this Terms of Use, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la presente convention ainsi que tous documents, avis et procedures judiciaires qui pourront etre executes, donnes ou intentees a la suite des presentes ou ayant un rapport, direct ou indirect, avec la presente convention soient redigee en anglais.

22. QUESTIONS AND COMMENTS

If you have any questions regarding these Terms of Use or your use of the Service, please contact us here:

 

HWISEL SOFT INC.

CANADA USA
 

302 The East Mall, Suite 301,

Toronto, Ontario

M9B 6C7

 

Southeast Financial Center

200 South Biscayne Boulevard

Suite 2790

Miami, FL 33131

RELIABILITY

Redundant Servers and Datacenters

 

The HWISEL infrastructure uses redundant storage and servers to keep the application and your data available in the case of hardware failure – and another set of servers and storage in a geographically separate datacentre in case our primary datacentre is made unavailable by a disaster or other disruption.

 

Managed Hosting

 

HWISEL has chosen Amazon for our hosting needs. With major clients around the World including their own needs Amazon provides the hardware, service and expertise to ensure the best App speed and uptime.

 

Backups

 

The data in your HWISEL account is replicated across multiple database servers in two geographic locations to prevent a single failure from causing data loss. Additionally, that data is backed up nightly to tape and stored in a secure offsite location to ensure that, even in the event of a catastrophe like a tornado or flood, your information will be safe and your records can be quickly restored.

 

If you have any security concerns or questions, please feel free to contact us directly.

CREDIT CARDS AND BANK ACCOUNTS TERMS OF SERVICE

The Credit Cards and Bank Accounts Service is a “Service”, your use of which is subject to the herein Terms of Service (the “Terms of Service” or “Terms”). In addition, these Credit Card and Bank Accounts Terms of Service (the “Connected Bank Accounts Terms“) apply specifically to the connected Credit Cards and Bank Accounts and your use of them.

Please read these Terms carefully before using the Credit Card and Bank Accounts Service. By accessing or using the Credit Card and Bank Accounts Service, you agree to be legally bound by the Terms of Use and the Connected Bank Account Terms. If you do not agree with the Terms of Use and the Connected Bank Accounts Terms in their entirety, you may not use the Credit Card and Bank Accounts Service.

HWISEL reserves the right to change or modify any of the terms and conditions contained in the Connected Bank Accounts Terms at any time and in its sole discretion, as described in the Terms of Use. All terms that are defined in the Terms of Use bear the same meaning in these Connected Bank Accounts Terms. If there is any inconsistency or conflict between the Terms of Use and the Connected Bank Accounts Terms, the Connected Bank Accounts Terms apply.

  1. THIRD PARTY

Although it is made available through the Site, the Connected Accounts Service is provided by a third party service provider (the “Third Party“). The Third Party requires the information that you provide when you connect accounts through the Connected Accounts Service, including the details of the financial institutions that you deal with and your financial user IDs and passwords, in order to provide the Connected Accounts Service. By providing the requested information and connecting an account, you consent to the disclosure of such information to the Third Party and the use of such information by the Third Party as necessary to provide the Connected Accounts Service.  You agree to follow the Third Party’s standard operating procedures, including without limitation security procedures, with respect to your use of the Credit Card and Bank Accounts Service.

  1. WARRANTY DISCLAIMER

You agree that the Third Party, as provider of the Credit Card and Bank Accounts Service, is entitled to the same warranty disclaimers as those to which HWISEL is entitled under the Terms of Use and the Connected Bank Accounts Terms. All implied warranties, including without limitation for merchantability and fitness for a particular purpose, are excluded.

  1. LIMITATION OF LIABILITY

You also agree that the Third Party, as provider of the Credit Card and Bank Accounts Service, is entitled to the same liability restrictions and limitations as those to which HWISEL is entitled under the Terms of Use and the Connected Bank Accounts Terms. Neither HWISEL nor the Third Party shall be liable for any direct, special, indirect, consequential, incidental, punitive, exemplary or tort damages, or for any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Credit Card and Bank Accounts Service, including without limitation and damages caused by or resulting from your reliance on the Credit Card and Bank Accounts Service or that result from mistakes, errors, omission, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to HWISEL’s or the Third Party’s records, programs or services.

In no event shall the aggregate liability of HWISEL and the Third Party, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Credit Card and Bank Accounts Service exceed any compensation paid by you for access to or use of the Credit Card and Bank Accounts Service during the three months prior to the date of any claim.

  1. THREATENING CONDITIONS

If the Third Party reasonably believes that the Credit Card and Bank Accounts Service, or your conduct or that of any User in using the Credit Card and Bank Accounts Service (including without limitation a User intentionally initiating fraudulent or unauthorized access or payments, or violating any agreement under which it has been provided access to the Credit Card and Bank Accounts Service), violates any applicable laws, rules, regulations or industry standards, or otherwise poses a threat to the Third Party, or to any of the systems, security, equipment, processes, intellectual property or reputation of HWISEL, the Third Party, or the Third Party’s Technician (a “Threatening Condition”), the Third Party will provide HWISEL with notice of the Threatening Condition, and HWISEL and the Third Party will use reasonable efforts to cure or cause the correction of the Threatening Condition. If, in the reasonable and good faith determination of the Third Party, an imminent or actual Threatening Condition exists, the Third Party may suspend any and all use of the Credit Card and Bank Accounts Service or the applicable portion thereof until such Threatening Condition is cured. The Third Party may terminate your use of the Credit Card and Bank Accounts Service without further requirement of notice if the Threatening Condition remains uncured more than thirty (30) calendar days after the Third Party notifies HWISEL of the Threatening Condition.

  1. ACH / PRE-AUTHORIZED PAYMENT

By providing HWISEL with your banking information you are entering into a PAD Agreement with HWISEL. You are granting HWISEL the authority to debit your bank account, as provided by you to HWISEL, the amount of your Charges and any recurring Charges for Extra(s) products selected by You. You are furthermore agreeing that this PAD Agreement is personal and shall remain in effect, subject to your right of cancellation or upon making other acceptable payment arrangements to   HWISEL, for the duration of this Agreement. Cancellation of your PAD Agreement will require that you provide HWISEL with written notice of not less than fifteen (15) days to be faxed, mailed, or emailed, to HWISEL. Forms may be found at www.cdnpay.ca.

You have certain recourse rights if any debit does not comply with this Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, you may contact your financial institution or visit www.cdnpay.ca.

In the event that you elect to terminate your PAD Agreement, HWISEL will require credit card debit information. By entering into this PAD Agreement you are hereby waiving any pre- notification requirement of the amount of the PAD or before a debit is processed and furthermore agree that termination by you of the PAD Agreement shall in no event effect the obligations arising under your use of the Service and your continuing obligations to ensure that any Charges are made when due. It is your responsibility to ensure that any changes to your account information are provided to HWISEL immediately.