ASKOOL MEMBER
AGREEMENT
This is a legal agreement between you and Gestion 888
Quebec Inc., doing business as A-S-K-O-O-L and hereinafter
referred to as "ASKOOL". If ASKOOL accepts your
Member Sign-up Form, you will become a "Member"
having access to the Site (Expert, Seller and Ad services)
only under the policies, terms and conditions below.
For convenience, we will refer to the ASKOOL.com website,
Mail (any email you send from your Member account to another
Member), Phone services, e-Store, Advertisement Services
and any content therein provided by ASKOOL as the "Site."
We will refer to any advice, information, entertainment
services and other products or services you may receive
from Members or their listings on the Site as the "Expert
Services." We will refer to any physical or downloadable
products, and interfaces allowing a Member to sell a product
to another Member as “Seller Services”. We
will refer to any promotion pages and listings made by
our Member as “Ad Services”. Members who solicit
or receive Expert, Seller or Ad services will be referred
to as "Members." Members who create listings
and/or Ads, and/or provide Expert Services and/or Products
will be referred to as "Services Providers."
The policies, terms and conditions below limit ASKOOL's
liability and obligations to you and allow ASKOOL to change,
suspend or terminate your access to and use of the Site
and its Services (Expert, Seller and Ad Services). We
urge you to carefully read the following terms and conditions,
and all policies referenced below or elsewhere on the
Site. To the extent that there are any conflicts between
the terms or conditions in such related policies and the
Member Agreement, the terms and conditions of the Member
Agreement shall govern.
YOU UNDERSTAND THAT BY CLICKING THE BUTTON TO CONTINUE
ON THE REGISTRATION PAGE, BY USING THE SITE AND ANY SERVICES
INCLUDING ANY CONTENT PROVIDED THEREIN, BY INITIATING
ANY FORM OF COMMUNICATION WITH A MEMBER OR BY POSTING
ANY LISTINGS ON THIS SITE, YOU ARE AGREEING TO BE BOUND
BY THIS MEMBER AGREEMENT THAT BINDS YOU IN THE SAME WAY
THAT A PAPER CONTRACT BINDS YOU.
ALL USE OF THE SITEAND ITS SERVICES (EXPERT, SELLER OR
AD SERVICES) IS SUBJECT TO THE TERMS OF THIS MEMBER AGREEMENT
AND THE POLICIES, TERMS AND INSTRUCTIONS REFERENCED IN
THE SITE, WHICH ARE INCORPORATED AND CONSIDERED AS PART
OF THESE TERMS. YOU MUST ACCEPT WITHOUT MODIFICATION ALL
OF THE TERMS, CONDITIONS, POLICIES AND NOTICES REFERENCED
IN THIS MEMBER AGREEMENT IN ORDER TO ACCESS AND USE THE
SITE AND ITS SERVICES (EXPERT, SELLER OR AD SERVICES).
IF YOU DO NOT ACCEPT THIS MEMBER AGREEMENT IN ITS ENTIRETY,
YOU MAY NOT ACCESS OR USE THE SITE AND ITS SERVICES (EXPERT,
SELLER OR AD SERVICES).
Eligibility to use the
Site and its Services (Expert, Seller and Ad Services)
is limited
The Site and its Services (Expert, Seller and Ad Services)
are available only to persons who are at least eighteen
(18) years old and are otherwise capable of forming legally
binding contracts under applicable law. Without limiting
the foregoing, the Site and its Services (Expert, Seller
and Ad Services) are not available to temporarily or indefinitely
suspended Members.
You shall not use the Site or become a Member if you
are located or reside in a country (a) in which use or
participation is prohibited by law, decree, regulation,
treaty or administrative act or (b) is prohibited from
entering into trade relations with Canada and its citizens.
You use or provide Expert
Services, consult with Experts, advertise services, sell
products or buy products at your own risk
(a) ASKOOL does not evaluate, provide or control
the Expert Services or the Seller Services, or information
or exchanges between Members, in any manner. ASKOOL does
not itself provide any advice, information entertainment
services or other products or services, nor verify, guarantee
or make any representations regarding the identity or
qualifications of any Expert or Seller.
Instead, ASKOOL acts as a facilitator to allow Members
to share advice, information entertainment services or
other products or services among themselves. Although
ASKOOL helps its Members connect with each other, it does
not monitor the advice exchanged, and, as a result, ASKOOL
does not control, nor is responsible for, the truth, accuracy,
completeness, safety, timeliness, quality, appropriateness,
legality or applicability of anything said or written
by Members, including without limitation any information
contained in Expert listings or made available through
this Site. ASKOOL is not responsible for use or exchange
of any information, files or goods between Members. You
are solely responsible for, and will exercise caution,
discretion, common sense and judgment in, using the Site
and its Services, in evaluating the qualifications of,
and statements made by, Members in listings or through
the Member feedback system, and in disclosing personal
information to other Members. ASKOOL recommends that you
do not disclose personal contact information to Members.
If you do, you do so at your own risk. Placement of a
Member in a particular subcategory does not mean that
they are qualified in any such area or category. ASKOOL
assumes no responsibility for monitoring any Member feedback
or otherwise policing its Members in any way. If you ever
believe that a Member has violated the law or is defrauding,
threatening or endangering anyone, ASKOOL urges you immediately
to contact the police directly for help. In addition ASKOOL
does not recommend or encourage Members to use the Site
or its Services to solicit other Members to meet with
them in person.
(b) The Site acts as a venue to allow anyone to offer,
sell, and buy just about anything, at anytime, from anywhere,
in a variety of pricing formats including a fixed priced
format and an auction-style format commonly referred to
as "online auctions". We are not involved in
the actual transaction between buyers and sellers. As
a result, we have no control over the quality, safety
or legality of the items advertised the truth or accuracy
of the listings, the ability of sellers to sell items
or the ability of buyers to pay for items. We cannot ensure
that a buyer or seller will actually complete a transaction.
(c) ASKOOL does not refer, endorse, recommend, verify,
evaluate or guarantee any advice, information entertainment
services or other products or services provided by Services
Providers or Members, and nothing shall be considered
as a referral, endorsement, recommendation or guarantee
of any Service Provider by ASKOOL. You must use your judgment
to determine whether to initiate, receive and/or discontinue
use of the services provided on the Site. Members who
initiate, receive and/or discontinue use of Service provided
on the Site do so entirely at their own risk, and ASKOOL
bears no responsibility in this regard. ASKOOL does not
monitor telephone conversations between Members. However,
ASKOOL reserves the right to contact Members and review
Mail without revealing its identity, in order to evaluate
compliance with the rules and policies set forth in this
Member Agreement.
(d) If you have a dispute with another Member, or suffer
any harm arising out of or connected with any Services
(Expert, Seller and Ad Services), you hereby waive all
claims against and release ASKOOL (and its subsidiaries,
employees, officers, directors, shareholders, suppliers,
joint venturers and agents) from any and all liability
for claims, demands, damages (actual and consequential),
costs and expenses (including litigation costs and attorneys'
fees) of every kind and nature, known and unknown, suspected
and unsuspected, disclosed and undisclosed, arising out
of or in any way connected with any Expert Services or
with regard to such disputes. If you are a Quebec resident
you waive all claims and rights provided under the Civil
Code of Quebec.
ASKOOL may modify this
Member Agreement, or suspend or terminate your use of
the Site at any time without notice to you
(a) ASKOOL reserves the right in its sole discretion to
modify or discontinue the Site, or modify the terms and
conditions of your use of the Site, without notice. All
modified terms and conditions will be effective thirty
(30) days after they are initially posted on the Site.
Changes to the Payment Policy are effective after ASKOOL
provides Services Providers with at least fourteen (14)
days notice of the changes by emailing Services Providers.
If any modification is not acceptable to you, your only
recourse is to cease using the Site and its Services (Expert,
Seller and Ad Services). By continuing to use the Site
and any Services following any posting of a new Member
Agreement or policies on the Site, you accept and agree
to be bound by the new Member Agreement or policies.
(b) Without limiting other remedies, ASKOOL may at any
time suspend or terminate your Membership and refuse to
provide access to the Site without reason or notice to
you. In addition, ASKOOL may notify your bank and/or authorities
or take any actions it deems appropriate without notice
to you, (i) if ASKOOL suspects that you have failed to
comply with any provision of this Member Agreement or
any policies or rules established by ASKOOL; (ii) if ASKOOL
is unable to verify or authenticate any billing or payment
information you provide to ASKOOL; or (iii) if ASKOOL
suspects that your actions may be illegal or cause liability,
harm or disruption for you, other Members, ASKOOL or the
Site. You have the right to cancel your Membership in
ASKOOL by contacting the Customer Support and requesting
to cancel the account. Any suspension, termination or
cancellation will not affect your obligation to pay any
amounts due to ASKOOL.
The Site is only a venue
for Member listings
ASKOOL acts only as an interface to facilitate communications
and exchange of goods and services initiated between Members.
As a Member, you are not an employee, agent or contractor
of ASKOOL and you shall not represent that you are any
of the foregoing. You are solely responsible for all equipment
necessary to access and use the Site and its Services
(Expert, Seller and Ad Services), and for reporting and
payment of all taxes associated with fees transferred
to you by ASKOOL.
You are solely responsible
for all use made of the Site and its Services (Expert,
Seller and Ad Services) under your password and Member
account information and agree to pay for all Services
or Goods purchased using your password and Member account
information
(a) The rates for Services are as set forth in the applicable
listing or in the e-store. "Transaction" means
any live or recorded call through the Site initiated using
your password and Member account information, information,
entertainment services or other products or services from
an Service Provider who lists a fee for that service or
product. You hereby authorize ASKOOL to collect fees for
each Transaction by debiting your Member account or your
credit card immediately upon conclusion of each Transaction,
regardless of quality or completeness. Fees for live calls
are calculated based on the per-minute rate listed and
the duration of the call. Fees for recorded calls are
determined based on the listed fee. Fees for Paid Mail
or Shipping Costs are collected immediately upon acceptance
of the Paid Mail or Shipping Costs, regardless of quality
or completeness, by the receiving Member and are determined
as set forth in the Service Provider’s listings.
You authorize ASKOOL, directly or through third parties,
to make any inquiries we consider necessary to validate
your Member account and/or listing information. This may
include ordering a credit report and performing other
credit checks or otherwise verifying the information you
provide.
(b) You agree to maintain the confidentiality of your
password and Member account information and to supervise
all activities that occur under your Member name, password
or Member account, including, but not limited to, any
and all usage of the Site by other persons under your
Member name and password. You agree that you will not
permit, enable, introduce or facilitate (i) non-Members
having access to or use of the Site or its Services in
any manner without such individuals first becoming Members
and (ii) other Members to use a specific Service at the
same time that you are doing so.
(c) You agree that ASKOOL is not responsible for any
loss that you may incur as a result of any unauthorized
person using your Member account or password. You agree
that ASKOOL may use information provided by you.
(d) Based on Member account use and other factors identified
by ASKOOL in its sole discretion, ASKOOL may require verification
of your credit, identity and/or other background information
in order for you to continue using the Site. In such event,
you agree to provide ASKOOL with additional information
that may be requested, you consent to ASKOOL's disclosure
of your personal information to third-party service providers
in order to verify your credit, identity and/or other
background information, and you authorize ASKOOL to obtain
a consumer credit report from consumer credit reporting
agencies and to verify your identification.
(e) ASKOOL can institute a promotion to allow future customers
to discover
and test the services offered by the Site. ASKOOL can thus
offer free minutes. In such a case,
ASKOOL will pay for the connection and long
distance charges associated with these
calls, but will not pay the Experts' fees publicised by
the Service Suppliers. ASKOOL commits to make this
promotion effective and to prevent any misuse.
In using or accessing
the Site and its Services, you agree to comply with the
following:
(a) You (as a Member receiving Services) will not record
or otherwise store any live or pre-recorded voice Expert
Services that you receive through the Site. You (as Service
Provider) will not record or otherwise store any calls
you conduct with a Member. Notwithstanding the foregoing,
Experts may provide pre-recorded voice Expert Services
to Members.
(b) You will not use the Site for any purpose that is
unlawful, fraudulent or contrary to this Member Agreement
and the policies of ASKOOL, and you will cooperate fully
with ASKOOL to investigate any suspected unlawful, fraudulent
or improper activity, including but not limited to granting
authorized ASKOOL representatives access to any password-protected
portions of your Member account.
(c) You will not solicit or provide advice, directly
or through writings, as to the value of securities or
as to the advisability of investing in, purchasing or
selling securities or any report or analysis concerning
securities.
(d) You will conduct all for-fee communications that
you have with other Members only through the Site, and
you will not circumvent or attempt to circumvent the Site
using third-party payment services.
(e) You will not use the Site in any manner that harasses
another Member or could interfere with any other party's
use or enjoyment of the Site. You will respect the privacy
of others and not use the Site for unwelcome, rude or
abusive communications.
(f) You will not attempt to gain unauthorized access
to any Member account information, computer systems or
networks associated with the Site.
(g) You will not attempt to obtain any information or
materials relating to the Site through any means not intentionally
made available through the Site.
(h) You will not "frame", "mirror"
or otherwise copy any portion of the Site without ASKOOL's
express written authorization.
(i) You will continue to provide true, accurate and complete
payment registration information and will maintain as
current and promptly update your personal contact information
that you provide to ASKOOL, as applicable. You will not
use false identities or impersonate any other person or
use a name that you are not authorized to use.
(j) You will not use the Site to solicit Members, to
promote any product or services other than the products
or services described in your Member listing which are
provided through the Site, to provide any product or services
related to, claiming success with or offering information
regarding lottery numbers or for purposes of multi-level
marketing proposals (for example, offering to help participants
"get rich quickly” or "make money surfing
the Web").
(k) You will not transmit "junk mail", "spam",
"chain letters" or unsolicited mass distribution
of email or bulletin board postings, or transmit solicitation
for employees, consultants, contractors or for participation
on other websites.
(l) You will not use the Site to promote bonus items,
giveaways, random drawings, prizes, contests or games
of chance.
(m) You will not take any actions which may undermine
the Member referral system, or the Member feedback system
used to solicit feedback from Members, including without
limitation leaving positive feedback for yourself or other
Members, using secondary Member names or third parties
or leaving negative feedback if a Member fails to perform
some action that is outside the scope of the services
described in his or her Member listings.
(n) You will not create obscene, offensive, tasteless,
defamatory or hateful Member names or content for listings.
(o) You will not encourage or instruct any other individual
to do any of the foregoing or to violate any term of the
Member Agreement and ASKOOL policies.
(p) You will not post, make or sell on the Site or through
its Services any product, service, content, communication
or information with an adult, sexual and pornographic
orientation.
(q) You will not impersonate any person or entity, or
make any false statement regarding your employment, agency
or affiliation with any person or entity;
As between the parties,
ASKOOL shall retain all ownership in the Site including
all URLs and any content created or derived from the Site
You shall and hereby do assign to ASKOOL all right, title
and interest in and to any material, ratings, suggestions
and/or comments submitted by you as part of the Member
feedback system. You grant ASKOOL the right to use or
reference your Member name on the Site and elsewhere to
promote the Site without your consent or compensation
to you.
If you act as a Service
Provider, you will comply with and be subject to ASKOOL's
Payment Policy
ASKOOL's Payment Policy is available on this Site and
is incorporated into this Member Agreement by reference.
Account Maintenance Fee
ASKOOL may charge an Account Maintenance Fee of two dollars
($2.00) per month for all inactive Member accounts, which
have been inactive for a period of twelve (12) months.
ASKOOL's disclaims any
warranties or representations regarding the Site and its
Services (Expert, Seller and Ad Services) are limited
THE SITE AND ANY SERVICES OR GOODS OBTAINED THROUGH THE
SITE ARE PROVIDED "AS IS" WITH NO WARRANTY OF
ANY KIND. ASKOOL AND ITS SUPPLIERS EXPRESSLY DISCLAIM
ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE,
EXPERT SERVICES, ALL COMMUNICATIONS BETWEEN MEMBERS AND
ALL EXCHANGE OF GOODS BETWEEN MEMBERS MADE THROUGH THE
SITE, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
In addition, ASKOOL makes no representation or warranty
that the operation of the Site will be error free.
ASKOOL's liability for
your access and use of the Site and its Services (Expert,
Seller and Ad Services) is limited
UNDER NO CIRCUMSTANCES WILL ASKOOL OR ITS SUPPLIERS BE
LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION
WITH USE OF THE SITE OR ITS SERVICES, WHETHER OR NOT ASKOOL
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, ASKOOL AND ITS
SUPPLIERS' AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT
TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE
TOTAL FEES ACTUALLY EARNED BY ASKOOL FROM YOU (AFTER PAYMENTS
TO SERVICE PROVIDERS AND OTHER THIRD PARTIES) IN THE PREVIOUS
TWELVE (12) MONTHS, AND (b) ONE HUNDRED DOLLARS ($100).
ASKOOL WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS.
ASKOOL prohibits the unauthorized
use of copyrighted materials
YOU SHALL NOT USE THE SITE OR ITS SERVICES TO TRANSMIT,
ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT
INFRINGES COPYRIGHTED WORKS OR VIOLATES OR PROMOTES THE
VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
PARTY.
Links to Other Websites
The Site may provide links to websites other than ASKOOL.
Such links are provided for reference only, and ASKOOL
neither controls such websites nor endorses any of the
material on any such websites.
Notice
Any notice or other communication to be given hereunder
will be in writing and given (a) by ASKOOL via facsimile,
receipt confirmed, Canada mail or email (in each case
to the number or address that you provide), and (b) by
you via email to contact@ASKOOL.com. The date of receipt
shall be deemed the date on which such notice is transmitted
in the case of facsimile or email, and five (5) days after
receipt by Canada Post.
No Assignment
You shall not assign this Member Agreement or assign any
rights or delegate any obligations hereunder, in whole
or in part, whether voluntarily or by operation of law,
without the prior written consent of ASKOOL. Any such
purported assignment or delegation by you without the
appropriate prior written consent of ASKOOL will be null
and void and of no force or effect, unless otherwise expressly
consented to by ASKOOL at its sole and absolute discretion.
ASKOOL may assign this Agreement or any rights hereunder
without your consent.
Relationship of the Parties
Notwithstanding any provision hereof, for all purposes
of this Member Agreement each party shall be independent
and act independently and not as a contractor, partner,
joint venturer, agent, employee or employer of the other
and shall not bind nor attempt to bind the other to any
contract.
Arbitration
Any controversy or claim arising out of or relating to
this Member Agreement, the breach thereof or its subject
matter shall be settled by binding arbitration in accordance
with the Quebec Civil Code. The decision of the arbitrator
shall be final and unappealable. The arbitration shall
be conducted in Montréal, Quebec. Notwithstanding
anything to the contrary, ASKOOL, the Member or any other
party to the arbitration may at any time seek injunctions
or other forms of equitable relief from any court of competent
jurisdiction.
You consent to the use of (a) electronic means to complete
this Member Agreement, to use the Site and its Services
(Expert, Seller and Ad Services) and to provide you with
any notices given pursuant to this Member Agreement, and
(b) electronic records to store information related to
this Member Agreement or your use of the Site
You can request a copy in paper form of this Member Agreement
and any other records relating to this Member Agreement
or your use of the Site by sending a written request to
ASKOOL, 172, rue de l’Anse, Saint-Lambert-de-Lévis-Lauzon
(Quebec) G0S 2W0 Canada. You understand and agree that
this Member Agreement and any notices given pursuant to
this Member Agreement are enforceable in electronic format.
Contracts in English and
French
It is the express wish of the parties that this document
and any related documents be drawn up and executed in
English or French. Les parties aux présentes ont
expressément demandé que ce document et
tous les documents s'y rattachant soient rédigés
et signés en français ou en anglais.
Miscellaneous
If any provision of this Member Agreement is held to be
invalid or unenforceable, such provision shall be deemed
superseded by a valid, enforceable provision that most
closely matches the intent of the original provision and
the remaining provisions shall be enforced. ASKOOL's failure
to act with respect to a breach by you or others does
not waive ASKOOL's right to act with respect to subsequent
or similar breaches. The failure of ASKOOL to exercise
or enforce any right or provision of these terms and conditions
shall not constitute a waiver of such right or provision.
This Member Agreement shall be governed by and interpreted
in accordance with the laws of the Province of Québec.
The parties acknowledge that this Member Agreement evidences
a transaction involving interprovincial commerce. You
agree that this Member Agreement and the Member rules
and restrictions and policies contained herein, and ASKOOL’s
enforcement thereof, are not intended to confer and do
not confer any rights or remedies upon any person other
than you and ASKOOL. This Member Agreement together with
the rules and policies of ASKOOL constitutes the entire
agreement between ASKOOL and you.
Violation
The Member may report any violation of this Agreement
to legal@askool.com.
