Gvota Terms of Use

1. Overview and changes

The Platform provides an online marketplace where legal persons or individuals holding an account within the Platform as potential or existing clients of Suppliers ("Customers") may request and accept proposals from legal persons or individuals holding an account within the Platform as contractors or providers of services or of physical or intellectual works ("Suppliers"), and where Suppliers may submit proposals in response to requests from Customers.

By accessing and using this Platform, you agree to these Terms of Use, without modification or qualification. These Terms of Use apply to all visits to and uses of the Platform.The terms "User" or "you" refer to you either as an unregistered visitor of this Platform or as a Supplier or Customer.

VTD reserves the right to amend these Terms of Use at any time and without notice, by publishing a new version of the Terms of Use on the Platform. If a revision is material, VTD will try to provide at least 15-day notice prior to any new terms taking effect. What constitutes a material change will be determined at VTD sole discretion.Any change so made to the Terms of Use will be applicable as of your next use of the Platform subsequent to such change.

2. Disclaimers

You acknowledge and agree that VTD:

• does not select, approve or recommend Customers or Suppliers;
• by making the Platform available to Users, is only providing a means for Customers to publish requests for proposals and for Suppliers to respond to such requests, for Users to find and select each other in view of entering into contracts;
• is not party to any such contracts which may be formed between Customers and Suppliers as a result or in the course of the use of the Platform;
• cannot be obliged to provide any dispute resolution services to Users and cannot be held responsible for any situation arising from conflicts between Customers and Suppliers or from any malicious or fraudulent actor activity by any user;
• provides the Platform as a “public beta”, for the purpose of providing VTD with feedback on the quality and usability of the Platform; and
• strongly encourages you to back-up all data and information on your device and any peripherals prior to using the Platform, as the Platform may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto.

3. Eligibility and authorization

If you are an individual, in order to use the Platform, you must be of age to consent and possess the power of discernment to enter into contracts alone to meet your ordinary and usual needs.

If you are using the Platform as the mandator of another person, you must be a person of full age.

When you sign up for a User account to use the Platform, you must provide to VTD information that is accurate, complete, and current. Failure to do so constitutes a breach of the Terms of Use, which may result in termination of your account on the Platform.

You acknowledge and agree that VTD may, but cannot be obliged to, make any inquiries it considers necessary, directly or through third parties, to validate your identity or the accuracy or completeness of information that you provide. This may include asking you for further information, requiring you to take steps to confirm your access to your email address and verifying your information against databases maintained by VTD or third parties or through other sources.

4. Username and password

You will be asked to choose a username and a password that meets the requirements established by VTD. You are responsible for safeguarding the password that you use to access and shall not disclose it to any third party nor use the account of a third party. If you know of or suspect any breach of security or unauthorized use of your User account, you shall immediately notify VTD. You acknowledge and agree that VTD may hold you accountable for any breach of security or such unauthorized use of your User account.

5. User-generated content

User Generated Content refers to the content added by Users (as opposed to content created by VTD). All content uploaded to the Platform by Users is deemed user-generated content (“UGC”). Gvota does not monitor UGC for appropriateness or violations of copyright, trademarks other rights or violations. Anyone may report claimed violations together with proof of ownership as appropriate. Reported violating UGC may be removed or disabled.

By submitting a proposal in response to a request for proposals, the Supplier represents and warrants to VTD that it has sufficient permissions, rights or licenses to perform the work or services described in the proposal.

Each User grants to VTD a non-exclusive and unlimited licence in respect of all UGC that it owns.

6. Communications between users and feedback

At any given point, a Customer and a Supplier may send each other messages via the Platform. Customers undertake to refrain from sharing contact information about themselves directly with Suppliers and Suppliers undertake to refrain from requesting contact information of a Customer directly from such Customer. VTD may, but is not obliged to, monitor messages sent between Users via the Platform, to ensure compliance of Users.

VTD may allow Customers to publish evaluations and comments regarding Suppliers which will be associated with the Suppliers’ profiles and visible to all Users. VTD may, but cannot be obliged to, edit or delete evaluations and comments pertaining to any Supplier.

7. Pricing and payments

Customers may use the Platform to publish requests for proposals for free. Suppliers may use of the Platform to submit proposals in response to requests for proposals in consideration for payments of the applicable fees made in accordance with the pricing published on the website accessible from www.gvota.ca, which may be amended by VTD at any time at its sole discretion. A Customer may choose to accept a proposal but not obliged to accept any and may choose to withdraw or have automatically expire any request for proposal that he published.

Within 24 hours following issuance by VTD of a notification informing a Supplier that a Customer is prepared to accept its proposal, the Supplier must:

• pay the applicable fees in order to obtain from VTD the Customer’s contact information; and
• communicate with the Customer.

The Users acknowledge and accept that if a Supplier fails to timely comply with any of its obligations under this section, VTD may immediately withdraw the Supplier’s proposal, without prior notice, and modify the status of the Customer’s related request for proposals accordingly to allow the Customer to consider other proposals.

If no contract is entered into between a Supplier who submitted a proposal that a Customer was prepared to accept, VTD may refund the applicable fees partially or entirely pursuant to its refund policy published on the website accessible from www.gvota.ca

8. Distance contracting

When a Supplier communicates with a Customer who is prepared to accept its proposal, the Supplier and Customer are free to enter into a contract between them or not.

When presenting a proposal without the Supplier and the Customer being in one another's presence, the Supplier will disclose the following information to the Customer before a contract between them is entered into:

• the Supplier's name and any other name under which the Supplier carries on business;
• the Supplier's address;
• the Supplier's telephone number and, if available, the Supplier's fax number and technological address;
• a detailed description of goods or services that are to be the object of the contract to be entered into, including characteristics and technical specifications;
• an itemized list of the prices of the goods or services that are to be the object of the contract, including associated costs charged to the Customer and any additional charges payable under an Act;
• a description of any possible additional charges payable to a third party, such as customs duties and brokerage fees, whose amounts cannot reasonably be determined;
• the total amount to be paid by the Customer under the contract and, if applicable, the amount of instalments, the rate applicable to the use of an incidental good or service and the terms of payment;
• the currency in which amounts owing under the contract are payable if not Canadian dollars;
• the date on which, or the time within which, the Supplier's principal obligation must be performed;
• if applicable, the mode of delivery, the name of the carrier and the place of delivery;
• the applicable cancellation, rescission, return, exchange and refund conditions, if any; and
• any other applicable restrictions or conditions.

The Supplier must present the information prominently and in a comprehensible manner and bring it expressly to the Customer's attention; in the case of a written proposal, the Supplier must present the information in a manner that ensures that the Customer is able to easily retain it and print it.

9. Prohibited content and/or activity

VTD, in its sole discretion, may take any action against anyone who infringes the rights of any person, including without limitation, removing offending content from the Platform or terminating the User account of any User.

In addition, the User agrees not to:

• circumvent, modify, delete, disable or interfere with any security technology or software that is part of thePlatform;
• collect electronic addresses (including email addresses), passwords or other personal information of other Users of the Platform by any means;
• disrupt the normal flow of dialogue on the Platform with an excessive amount of content or otherwise negatively affect other Users' ability to use the Platform;
• use the Platform in any manner that could interfere with the general use of the Platform;
• transmit junk mail or spam;
• impersonate another User or falsely state or otherwise misrepresent your identity;
• use another User's User account without such User's authorization;
• transfer your VTD User account to another person without VTD's consent.

10. Links to other online locations

The Platform may contain links to third-party web sites or services that are not owned or controlled by Gvota.

Gvota has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Gvota 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 use of or reliance on any such content, goods or services available on or through any such web sites or services.

11. Exclusion of warranty

Your use of the Platform, its content and any work or services obtained through the Platform is at your own risk. VTD makes no warranty of any kind regarding this Platform, which is provided on an 'as is' basis. The Platform, its content and any services or items obtained through the Platform are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied,including implied warranties and conditions of merchantability, fitness for a particular use and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade.Without limiting the generality of the foregoing, VTD does not makes any warranty or representation with respect to the security quality accuracy, reliability completeness, currency or availability of the Platform or of any content found on the Platform and makes no warranty that the Platform, its servers or any email sent from VTD are free of viruses or other harmful components.

You assume all risks and all costs associated with your use of the Platform, including, without limitation, any Internet access fees, back-up expenses, costs incurred for the use of your device and peripherals, and any damage to any equipment, software, information or data. In addition, VTD is not obligated to provide any maintenance, technical or other support for the Platform.

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

12. Limitation of liability

In no event will VTD, its service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with misuse, use or inability to use, the Platform, any websites linked to it, any content on the Platform or such other websites or any services or items obtained through the Platform or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

13. Violation of terms and indemnification

The User agrees to report any violations of these Terms of Use by sending written notice thereof by email to support@gvota.ca. VTD's failure to act promptly with respect to a breach of the Terms of Use or to enforce any right or provision of these Terms of Use does not amount to a waiver of any right of VTD under the Agreement.

User agrees to indemnify and hold harmless VTD against any claims or expenses relating to (i) breach of any of these Terms of Use by any person; (ii) the User's negligence or misconduct, or (iii) claims that User has infringed any right of a third party.

The User agrees to indemnify VTD for any damage caused by the User to VTD.

14. No partnership or agency

You acknowledge and agree that no joint venture, partnership, employment, or agency relationship exists or is created between any User and VTD as a result of the use of the Platform.

15. Personal information protection policy

VTD protects the personal information of the Customers who use this Platform and has implemented a personal information protection policy. VTD encourages you to carefully read it. The User expressly consents to the collection, use, communication and retention by VTD of its personal information and all other information disclosed by him to VTD (and which it may disclose in the future) pursuant to the terms of that policy.

16. General provisions

These Terms of Use shall be construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.These Terms of Use constitute the entire agreement between you and VTD and govern your use of the Platform, superseding any prior agreements that you may have with VTD regarding the Platform.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms of Use shall continue in effect.

We may terminate or suspend access to the Platform immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms of Use.

Upon termination, your right to use the Platform will immediately cease.