VIRTUAL EVENT ORGANIZERS

TERMS & CONDITIONS

 

1.   Definitions

Where used in these Terms and Conditions:

(a)       “Account” has the meaning ascribed to it in paragraph 2(b) herein;

(b)       “Agreement” means the MOU and these Terms and Conditions, which when properly executed by Organizer and GreenShows, collectively constitute a valid and binding contractual agreement;

(c)       “Attendee” means an individual who accesses, enters, participates, or otherwise attends the Event, and “Attendees” means any number of them;

(d)       “Attendee Data” means any contact information or other personally identifiable information of Attendees of the Event;

(e)       “Confidential Information” means all confidential information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 

(f)         “Content” means any or all information and material requested by GreenShows and/or submitted to GreenShows by Organizer for use in connection with the Event, including Organizer’s logo and other materials and information required by GreenShows for exhibition during and for promoting and marketing the Event; 

(g)       “Disclosing Party” means the party disclosing Confidential Information;

(h)       “Effective Time” has the meaning ascribed to it in paragraph 2(a) herein;

(i)         “Event” means the virtual event identified on the MOU;

(j)         “Exhibitor” means the person or entity purchasing a Virtual Booth for the Event, which includes any related products and services;

(k)       “Exhibitors Terms of Use” means the Terms of Use which governs the rights and obligations of Exhibitors, as set out in the attached Schedule “A”; 

(l)         “GreenShows” means Avatar Brand Management Inc., operating as GreenShows™ and doing business as Do Better Marketing, and includes all their affiliates, licensors, subcontractors and assigns;

(m)      “Hosting Period” means the period identified in the MOU during which the Event is to be hosted or made accessible to Attendees on an on-demand basis;

(n)       “Intellectual Property” means unpatented inventions, patent applications, patents, copyrights, trademarks, service marks, trade names, trade dress, domain names, know-how, technology, business methods and processes, trade secrets, and all other intellectual property and proprietary rights, and all developments, enhancements, derivatives, improvements, modifications or extensions thereof, anywhere in the world; 

(o)       “MOU” means the individual Memorandum of Understanding submitted by Organizer and accepted by GreenShows, and all proper amendments, supplements and addenda hereto and thereto; 

(p)       “Organizer” means the applicant identified on the MOU; 

(q)       “Organizer Content” means any or all information and materials requested by GreenShows, submitted to GreenShows, and/or entered into the Platform or otherwise provided to GreenShows by Organizer for use in connection with the Event, including but not limited to text, images, slides, audio files, video files, recordings, logos, and photographs 

(r)        “Organizer IP” has the meaning ascribed to it in paragraph 4(c) herein;

(s)       “Platform” means the application platform utilized by GreenShows on which the Event is held online;

(a)       “Receiving Party” means the party receiving Confidential Information;

(b)       “Services” means the services provided by GreenShows to Organizer as set out in the MOU including the creation and hosting of the Event via the Platform on the Website, the creation of Virtual Booths for Exhibitors, and any other services that may be agreed upon by the parties in writing; 

(c)       “Submissions” means any suggestions, ideas, feedback, improvements, or recommendations created, conceived, or reduced to practice, by or on behalf of Organizer, any Exhibitor, or any Attendee, relating to the Platform, the Services or other GreenShows proprietary rights;

(t)         “Terms and Conditions” means these Terms and Conditions and all exhibits, schedules, amendments and attachments hereto;

(u)       “Virtual Booth” means a unique section of the Event purchased by an Exhibitor for the purpose of showcasing products, services, or causes; and

(v)       “Website” means the website at which GreenShows will make the Event accessible to Attendees via the Platform.

 

2.    Agreement for the Provision of the Services

(a)       Acceptance of Agreement and Effective Time.  The MOU and these Terms and Conditions shall, when properly executed by Organizer and upon written acceptance by GreenShows, constitute a valid and binding agreement for the provision of the Services by GreenShows to Organizer effective as at the time of acceptance by GreenShows (such time being the “Effective Time”).

(b)       Organizer Account. In connection with the Event, Organizer may be provisioned an account on the Platform (an “Account”). An Account may only be used by Organizer and its authorized representatives to upload all Organizer Content which GreenShows is to use for the Event. Organizer shall safeguard login credentials to the Accounts and shall be responsible for all use of Services through the Account.

(c)       Creation of Event.  GreenShows shall be responsible for the development and setup of the Event and maintenance thereof during the Hosting Period in accordance with these Terms and Conditions. GreenShows shall further be responsible for the creation of purchased Virtual Booths, and for providing a means to access the Event to Attendees. Positioning of Event partnership and sponsorship locations, Virtual Booths, and of Organizer promotions is at the sole discretion of GreenShows except when an arrangement for a specific preferred position is approved by GreenShows in writing.

(d)       Delivery of Organizer Content.  Organizer is responsible for creating and pre-clearing the Organizer Content with GreenShows. The timeline for development and production of the Event by GreenShows, including the date by which the Organizer Content must be created and uploaded to the Platform, and any other delivery obligations, shall be as agreed to between Organizer and GreenShows as set out in the MOU. If Organizer fails to respond in a timely manner to GreenShows’ requests for Organizer Content, or otherwise fails to comply with the agreed timeline, GreenShows shall be under no obligation to change the dates of the Event or any pre-Event marketing campaigns. Contributions from Organizer that were not received by GreenShows by the delivery deadline set forth in the MOU shall not appear during the live Event and GreenShows shall not issue a refund or reimburse Organizer in connection therewith. 

(e)       Organizers Responsibilities. Organizer is responsible for making all arrangements with Exhibitors in respect of:

                                  i.         ensuring the prompt and full payment of all amounts owing by the Exhibitors in connection with GreenShows creation of the Virtual Booths;

                                ii.         ensuring Exhibitors’ strict compliance with the Exhibitor Terms of Use; and

                               iii.          ensuring all assets needed to create virtual booths are provided by exhibitors by agreed upon deadlines

 

3.    Rights and Responsibilities of the Parties

(a)       Exhibitor Terms of Service. Organizer shall ensure that all Exhibitors have read, understood, and accepted the Exhibitors Terms of Use. GreenShows may, but is not obligated to, strictly enforce its Exhibitor Terms of Use. Any alleged or identified breaches thereof by the Exhibitors may be dealt with in accordance to the provisions set out therein. 

(b)       Event Admission Policies.  GreenShows shall have sole control over Event admission policies at all times. 

(c)       GreenShows Discretion.  GreenShows, in its sole discretion, determines whether a prospective Exhibitor is eligible to participate in the Event and reserves the right to accept or refuse any application for participation in the Event in its sole discretion.

(d)       Eligibility Limitation.  Eligibility to be an Exhibitor is generally limited to entities that supply products, services, or causes to the Event’s targeted Attendees market.

(e)       Errors or Disruptions to the Event and Remedies.  Organizer must report promptly to GreenShows any error in or disruption to the Event and in any event within Forty-Eight (48) hours of its occurrence. Organizer’s sole remedy for a breach of the warranty in paragraph 7(b) shall be for GreenShows to correct any errors as soon as reasonably practicable and if there has been any disruption to the Event for a period of Twenty-Four (24) consecutive hours to rerun the Event for an equivalent period.

(f)         Third Party Privacy Provisions.  Organizer understands and acknowledges that other Internet sites, applications or other digital platforms may host or otherwise be linked from the Platform and that such other Internet sites may contain privacy provisions that differ from GreenShows’ privacy policy. Organizer further acknowledges and agrees that it will review the privacy statements of these other linked sites, applications, or other digital platforms. 

(g)       Interpretation.  GreenShows reserves the right to interpret this Agreement and to adopt further regulations as may be deemed necessary by it for the general success of the Event, including (without limitation) the conditions, rules and regulations stated herein, and in any Event Service Manual or Sponsorship Materials associated with the Event, all of which are made a part hereof as though fully incorporated herein, and Organizer agrees to be bound thereby.

 

4.    Ownership of Intellectual Property

(a)       Intellectual Property of GreenShows. As between GreenShows and Organizer, GreenShows retains all right, title and interest in and to the Platform, the Services, all other GreenShows Intellectual Property, and any improvement or modification thereto or thereof regardless of who pays for such improvement or modification. GreenShows’ licensors and suppliers own all right, title and interest to Third-Party Applications (as defined below) that GreenShows may make available as part of or in connection with the Platform or Services.

(b)       Submissions. GreenShows alone will own all right, title and interest, including all related Intellectual Property, in and to any Submissions.

(c)       Intellectual Property of Organizer. As between GreenShows and Organizer, Organizer retains all right, title and interest in and to all Organizer Content, Attendee Data, and all other Intellectual Property of Organizer (together with the Organizer Content and Attendee Data, the “Organizer IP”).

(d)       Licensing.  Organizer hereby grants to GreenShows a non-exclusive, royalty free, worldwide license solely in connection with the provision by GreenShows of the Services and the development, production, marketing, promotion and hosting of the Event and the archiving thereof to use, reproduce, digitize, publish, display, exhibit, distribute, transmit and otherwise broadcast (itself or on its behalf) Organizer’s name and its Organizer IP Content in relation to (and before, during and after) the Event.

(e)       Organizer responsible for content of Organizer IP. Organizer acknowledges that GreenShows does not exercise any control over the content of the Organizer IP. Organizer shall bear the sole responsibility to ensure that all Organizer IP, and Organizer’s use and collection thereof, complies with all applicable laws and regulations. GreenShows has no obligation, and expressly disclaims any obligation to review Organizer IP for accuracy or for any other reason.

(f)         Limited use of Organizer IP. GreenShows may use Client Information in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Services, and may make such information publicly available, provided that such information does not specifically identify Organizer or any Attendee.

(g)       Organizer’s Access to Organizer IP. Organizer may access and download Organizer IP related to an Event that is stored in the Platform by accessing their Account during the Hosting Period. Organizer acknowledges that GreenShows shall have:

(i)             no obligation to store any Organizer IP beyond the Hosting Period; and

(ii)            no liability for the deletion or destruction thereof thereafter.  

5.    Confidential Information

(a)       Confidential Information of Organizer. Confidential Information of Organizer includes, without limitation, the Attendee Data.

(b)       Confidential Information of GreenShows. Confidential Information of GreenShows includes, without limitation, the Services, the Platform, and pricing and other terms related to Services presented to Organizer by GreenShows. 

(c)       Confidential Information of both parties. The Agreement shall be Confidential Information of each party. 

(d)       Restrictions to Use of Confidential Information. The Receiving Party shall in no way use or disclose any Confidential Information of the Disclosing Party, except as specifically contemplated by the Agreement or with the prior written consent of the other party or as required by law. 

(e)       Scope of Confidential Information. These Terms and Conditions impose no obligation upon the Receiving Party with respect to the Disclosing Party’s Confidential Information which the Receiving Party can establish by legally sufficient evidence:

(i)             was, prior to its receipt from the Disclosing Party, in the possession of, or rightfully known by, the Receiving Party, without an obligation to maintain its confidentiality; 

(ii)            is or becomes generally known to the public without violation of these Terms and Conditions or without a violation of an obligation of confidentiality owed to the Disclosing Party;

(iii)           is obtained by the Receiving Party in good faith from a third party having the right to disclose it without an obligation of confidentiality; or

(iv)           is independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party.  

(f)         Confidential Information as Asset of Disclosing Party. Each party understands that the Disclosing Party’s Confidential Information constitutes valuable business assets of the Disclosing Party and the unauthorized disclosure of Confidential Information may irreparably harm the Disclosing Party. In the event of a breach or threatened breach of obligations pertaining to Confidential Information by the Receiving Party, the Disclosing Party shall be entitled to seek injunctive relief and any other remedy available at law or equity.

 

6.     Fees and Rates

(a)       General. Organizer shall pay all fees specified in the Agreement as well as all fees payable for additional Services ordered or used by Organizer. All fees and other amounts shall be paid in Canadian Dollars, unless another currency is specified. 

(b)       Exhibitor Fees.  GreenShows shall be entitled to Eighty (80%) percent of all amounts paid by Exhibitors for the creation of Virtual Booths. Organizer shall be entitled to the remaining Twenty (20%) percent. 

(c)       Sponsor Revenues. Organizer shall be entitled to Eighty (80%) percent of all amounts paid by Sponsors of the Event. GreenShows shall be entitled to the remaining Twenty (20%) percent. 

(d)       Tree Sales. GreenShows shall pay the sum of Fifty Cents ($0.50) to Organizer for each Tree sold at the Event. 

(e)       Speaker Video Fees. Organizer shall pay the sum of Twenty-Five Dollars ($25.00) to GreenShows for each video submitted by Organizer to GreenShows to be uploaded to the Event. Videos may not exceed 2G file size.

(f)         Initial Invoice. GreenShows will invoice Organizer for the initial amount due, such amount to be paid not later than Thirty (30) days prior to the scheduled opening of the Event.

(g)       Final Invoice.  Within Fourteen (14) days of the conclusion of the Event, GreenShows will invoice Organizer for the final amount due, such amount to be paid within Seven (7) days of the date of the invoice.

(h)       Non-Refundable.  Except as provided herein, all monies paid by Organizer shall be deemed fully earned and non-refundable at the time of signature of the Agreement and thereafter. 

 

7.     Representations and Warranties

(a)       Representations and Warranties of Organizer. Organizer represents and warrants to GreenShows that: 

(i)             it has validly entered into the Agreement and has the legal power to do so;

(ii)            it shall at all times use the Platform and Services in compliance with the Terms and Conditions;

(iii)           it is the sole author and legal and beneficial owner of the Organizer Content; 

(iv)           it has obtained all necessary rights, consents and licenses required to use, amend, edit, adapt, publish the Organizer Content for the purpose of the Event and GreenShows shall be entitled to see evidence to this effect on request; 

(v)            the use, reproduction, distribution or transmission of the Organizer Content, including any exercise of the license under paragraph 4(d) by GreenShows will not violate any applicable laws or any rights of any third parties, including infringement of any copyright, patent, trade mark, trade secret, or other proprietary right, false advertising, unfair competition, defamation, obscenity, piracy, invasion of privacy or rights of celebrity, infringement of any discrimination law, securities law or regulation, or of any other right of any person or entity;  

(vi)           it is fully authorized to represent all claims made at the Event and publish the entire contents and subject matter contained in its Event promotions, including (without limitation):

A.             the names, portraits and/or pictures of any persons living or dead;

B.             any copyrighted material, trademarks and/or depictions of trademarked goods and services; and 

C.             any testimonials or endorsements contained in any information or art submitted to GreenShows as part of the promotion(s); 

(vii)         the entirety of claims made at the Event and contents of the promotion(s) are accurate and complete and are not misleading; and 

(viii)        it  will not undertake to create or introduce into the Event, the Website, the Platform or any part thereof any data known, or that ought to have been reasonably known, to contain spyware, virus, Trojan horse, logic bomb or other destructive or contaminating program. 

(b)       Representations and Warranties of GreenShows. GreenShows represents and warrants to Organizer that:

(i)             it has validly entered into the Agreement and has the legal power to do so; and

(ii)            it will provide the Services in a professional manner, consistent with generally accepted industry standards and in material conformance with any descriptions thereof in the MOU. 

 

8.     Cancellation or Termination of Agreement and Event

(a)       Right of Cancellation.  Upon acceptance of the MOU by GreenShows, Organizer shall have no right or entitlement to cancel this Agreement or reduce its commitments hereunder, and any attempt to do so shall be considered a material breach by Organizer of its obligations hereunder, for which GreenShows shall have and retain all rights and remedies hereunder and at law or in equity. GreenShows may cancel all or part of the Event for any reason, in its sole discretion. If the Event is canceled by GreenShows in its entirety, this Agreement shall terminate and GreenShows shall refund to Organizer all amounts paid by Organizer to GreenShows in accordance with this Agreement in full satisfaction of all liabilities of GreenShows to Organizer. 

(b)       Attempt to Cancel.  In the event Organizer attempts to cancel the Agreement or withdraw from the Event, Organizer acknowledges that GreenShows would be harmed and suffer loss and that it would be difficult to determine the precise value for or amount of that harm. If Organizer cancels or attempts to cancel the Agreement prior to any cancellation of the Event by GreenShows, it shall not be entitled to any refund.

(c)       Partial Cancellation.  Refunds shall not be made for partial cancellations or reductions in the size or scope of the Event. 

(d)       Forfeiture of Rights.  Any cancellation or withdrawal will result in forfeiture of Organizer’s rights under the Agreement, including (without limitation) the right to present at, or participate in the Event.

(e)       Breach of the Agreement.  If Organizer breaches any of the representations, warranties, covenants, terms or conditions set forth herein, including (without limitation) failure to make any payments hereunder when due, Organizer shall be deemed in material default hereunder, and GreenShows shall have the rights to terminate this Agreement upon notice and retain any deposit(s) paid by Organizer as GreenShows’ non-exclusive remedy, thereby reserving any and all rights under law, including (without limitation) GreenShows’ right to collect the full amount set forth in Organizer’s application. Organizer shall be liable for all costs of collection, all attorneys’ fees, court costs incurred by GreenShows, and interest on any unpaid amounts to accrue at the rate of 12% per annum (or, if less, the highest rate permitted by law) until paid. 

 

9.    Force Majeure

(a)       Acts of God. GreenShows will not be liable for any failure or delay in fulfilling or performing any term of the Agreement if due to any cause beyond its control, including (without limitation) acts of God; flood, fire, earthquake, explosion or other casualty; war or insurrections, terrorist acts or threats of terrorism, acts of domestic or foreign enemies, riot or other civil unrest; labor dispute, work stoppages or slowdowns, strikes or specific threat of strikes, picketing, or other industrial disturbances; government law, regulation or order (including governmental advisories, quarantines and curfews) or travel advisory, or action by any governmental authority; an act, event or occurrence creating a significant risk to the anticipated attendees’ health or safety; epidemics, pandemics, or any other threat or fear of any infectious or communicable disease in humans, including (without limitation) the current or any future outbreak of the novel coronavirus (COVID-19), whether actual or perceived, without requiring the issuance of any travel advisory or warning, or the imposition of quarantine or restriction in movement of people by any government authority or national or international body or agency of any government in connection with, or related to any infectious or communicable disease in humans; or postponement or cancellation of the Event.

(b)       Reimbursement.  GreenShows will, however, in the event of its not being able to hold the Event for any such reason, reimburse Organizer for no more than a prorated amount of the aggregate fees received after deducting expenses incurred and to be incurred by GreenShows (e.g., marketing and advertising, operating costs) but in no case shall the amount of the refund exceed the amount of Organizer’s fees paid. 

 

10.  Indemnification

(a)       Indemnification.  If Organizer, or any of Organizer’s agents, employees, invitees or guests:

(i)             is alleged to have committed any act or omission, directly or through one or more of its officers, directors, employees, agents or representatives, constituting negligence or willful misconduct relating to its performance under this Agreement or participation in the Event;

(ii)            breaches any of its obligations, representations, warranties or covenants herein;

(iii)           violates, or allegedly violates any rule, law or regulation applicable to it; or 

(iv)           infringes, violates or impermissibly uses or misappropriates any intellectual property of any third party,

then Organizer shall indemnify, defend on a current basis, and hold harmless GreenShows and their respective officers, directors, employees, agents, affiliates and attorneys, and their respective service contractors, successors and assigns (each, an “Indemnitee”), from and against any judgment, loss, damage, cost, or expense, and other liabilities, together with all reasonable costs and expenses related thereto, including (without limitation)  legal accounting fees on a solicitor and own client full indemnity basis and expenses.

(b)       Survivorship.  The covenants contained in this paragraph 10 shall be continuing and shall survive the expiration or termination of this Agreement. 

 

11.  Licenses and Taxes

(a)       Licenses, Permits, and Approvals.  Organizer shall be responsible for obtaining any licenses, permits or approvals required under Federal, Provincial, or local law applicable to its participation in, and activity at the Event.

(b)       Taxes.  Organizer shall be responsible for obtaining any tax identification numbers and paying all taxes, license fees or other charges that shall become due to any governmental authority in connection with its activities at the Event. 

 

12.  Disclaimers and Limitation of Liability.

(a)       Inherent Limitations of the Internet.  Organizer acknowledges that the Platform and Services are delivered over the Internet and, accordingly, is subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. GreenShows shall not be responsible for any delays, delivery failures, viruses, hacker intrusions or other damage resulting from such problems. 

(b)       “As Is” and “As Available”. Except as expressly set forth in these Terms and Conditions, the Platform and Services are provided “as is” and “as available”, without any representation or warranty of any kind, and Organizer’s use of the Platform and Services is at Organizer’s own risk. GreenShows makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Platform. GreenShows does not warrant that the Platform or Services will be provided error-free, uninterrupted, secure, or virus-free, and GreenShows makes no other representation or warranty, express or implied by operation of law or otherwise, including, without limitation, any implied or statutory warranty of non-infringement, title, quiet enjoyment, merchantability or fitness for a particular purpose or any implied warranty arising  out of course of conduct, usage or trade practice.

(c)       No Warranty as to Results. GreenShows neither warrants that Organizer, in using the Platform and Services, will obtain the results that Organizer intends, nor that the Platform and Services will be adequate for or achieve the business purposes and requirements of Organizer.   

(d)       Limitation of GreenShows Liability.  Organizer agrees that, to the fullest extent permitted by law, GreenShows, its service contractors, and their respective representatives, employees, agents and attorneys, are not liable for any injury, loss or damage that may occur to Organizer, or to Organizer’s employees, agents, guests, invitees or property from any cause whatsoever, prior to, during, or subsequent to the period covered by the Agreement arising out of, or related to its participation in, or sponsorship of the Event. In no event shall GreenShows, or any of their respective affiliates, be liable for any special, incidental, indirect, punitive or consequential damages arising out of or in connection with this Agreement. The liability of GreenShows and its affiliates, representatives, employees, agents and attorneys, and Organizer’s remedy for any claim of loss or damage arising from or related to this Agreement, regardless of the form of action, shall be limited to the fees paid to GreenShows hereunder. Organizer agrees that GreenShows will not be liable in the event of any errors or omissions in the Event’s directory listing or any other materials provided by GreenShows. Organizer acknowledges and agrees that GreenShows makes no representation or warranties with respect to either the number of Event Attendees or delegates, or the demographic nature of such attendance. Furthermore, GreenShows shall have no liability whatsoever for the accuracy, completeness or timeliness of any Organizer IP.

(e)       Organizer Liability.  Organizer assumes all responsibility and liability for losses, damages and claims arising out of injury or damage to, or caused by, the Organizer’s Content or Organizer’s employees or representatives.

 

13.  Compliance with Law

In connection with its use of the Services and participation in the Event, Organizer agrees that it shall at all times abide by and observe all applicable Federal, Provincial, and local laws, codes, ordinances, rules and regulations, including (without limitation) all relevant data protection laws, legislation and regulations from time to time in force in respect of privacy and personal data protection. 

 

14.  Assignment

This Agreement cannot be assigned by Organizer, in whole or in part, without the prior written approval of GreenShows. GreenShows may assign this Agreement without Organizer’s consent, and any such assignee shall become “GreenShows” for all purposes hereunder and shall acquire all of rights and obligations of GreenShows hereunder.

 

15.  Severability and Waiver

If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not constitute a waiver of such provisions or the right of such party to enforce each and every provision.

 

16.  Costs, Expenses and Solicitors’ Fees

If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses, including legal fees on a solicitor and own client full indemnity basis, and all related costs and expenses incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.

 

17.  Applicable Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, without regard to its conflicts of laws provisions. Any action or proceeding arising out of or related to this Agreement shall be brought in a court of competent jurisdiction in the Province of Alberta. Organizer consents to the jurisdiction of such courts and waives any objection to the laying of venue of any such civil action or proceeding in such courts. 

 

18.  Survival

Any expiration or earlier termination of this Agreement for any reason whatsoever notwithstanding, those provisions of this Agreement that, by their nature, are intended to survive such expiration or termination shall so survive, including (without limitation) paragraphs 1, 4, 5, 7, 10, 12, 16, 17, and 18.

 

19.  Miscellaneous

(a)            Entire Agreement. The Agreement, consisting of these Terms and Conditions and the MOU, contains the entire agreement of the parties concerning the subject matter hereof.

(b)            Modification.  This Agreement may not be modified, discharged or terminated, and the rights of any party shall not be waived except by a written instrument, signed by the party to be charged; provided, GreenShows reserves the right to interpret this Agreement and to adopt further regulations as may be deemed necessary by it for the general success of the Event, and Organizer agrees to be bound thereby.

(c)            Bound Parties.  This Agreement shall be binding upon, and enure to the benefit of, each of the parties hereto and their respective legal representatives, successors and permitted assigns.

(d)            Relationship.  This Agreement does not constitute a partnership or joint venture or principal-agent relationship between the parties.

(e)            Interpretation.  The interpretation of the provisions of this Agreement is reserved solely to GreenShows, whose interpretations shall be final, binding and conclusive in all respects. 

 

 

SCHEDULE “A”


EXHIBITORS TERMS OF USE

 

A.    GreenShows™ Virtual Trade Show Platform (“GreenShows”) is brought to you by Do Better Marketing (a division of Avatar Brand Management Inc.). As used in these Terms of Service, “we”, “us” and “GreenShows” means Avatar Brand Management Inc., an Alberta corporation, with offices located at 10652 74 St NW, Edmonton, AB T6A 2Y7.

B.    By signing up for a GreenShows Account (as defined in Section 1) or by using any GreenShows Services (as defined below), you are agreeing to be bound by the terms and conditions set forth herein (the “Terms of Service”).

The services offered by GreenShows under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”), in person (“POS Services”), or both. Any such services offered by GreenShows are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://greenshows.ca/terms-of-service/ GreenShows reserves the right to update and change the Terms of Service by posting updates and changes to the GreenShows website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.

 You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including GreenShows’ Privacy Policy: https://greenshows.ca/privacy-policy/  before you may sign up for a GreenShows Account, become a GreenShows User (as defined in Section 2) or use any of the Services.

C.    Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using GreenShows or any GreenShows services, you are agreeing to these terms. Be sure to occasionally check back for updates.

1.     Account Terms

1.1.  To access and use the Services, you must register for a GreenShows account (an “Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. GreenShows may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

1.2.         You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

1.3.         You confirm that you are receiving any Services provided by GreenShows for the purposes of carrying on a business activity and not for any personal, household or family purpose. 

1.4.         You acknowledge that GreenShows will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.

1.5.         You are responsible for keeping your password secure. GreenShows cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

1.6.         You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, data or other content uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

1.7.   A breach or violation of any term in the Terms of Service as determined in the sole discretion of GreenShows may result in an immediate termination of your Services.

You acknowledge and agree that GreenShows may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on GreenShows’ website, available at https://greenshows.ca/terms-of-service/and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to GreenShows’ website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

1.8.         You may not use the GreenShows Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Alberta. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.

1.9.         Questions about the Terms of Service should be sent to info@dobettermarketing.com

2.     Account Activation

2.1.         Booth Owner

(a)       Subject to section 2.1(b), the person or entity signing up for the Service by opening an Account will be the contracting party (the “Booth Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Booth Owner in connection with the Service. You are responsible for ensuring that the name of the Booth Owner (including the legal name of the company that owns the Booth, if applicable) is clearly visible on the Booth’s website.

(b)       If you are signing up for the Services on behalf of your employer, your employer shall be the Booth Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

(c)       Your GreenShows Booth can only be associated with one Booth Owner. A Booth Owner may have multiple GreenShows Booths. “Booth” means the online Booth associated with the Account.

2.2.         Staff Accounts

(a)      Based on your GreenShows pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Booth Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general Booth settings). 

(b)      The Booth Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Booth Owner’s own acts, omissions or defaults.

(c)      The Booth Owner and the users under Staff Accounts are each referred to as a “GreenShows User”.

(d)      Technical support in respect of the Services is only provided to GreenShows Users.

2.3.         Uploading Materials

(a)      GreenShows Users shall have a period of Seventy-Two (72) hours, commencing at the time their Account is opened, to upload any Materials which are to be displayed on their Booth. Any Material uploaded after this Seventy-Two (72) hour period has elapsed shall not be displayed on the Booth, and you acknowledge and agree that GreenShows shall have no obligations to provide a refund of any kind or in any amount in the event that you have erred or omitted to upload all required materials during this time.

3.     Acceptable Use Policy (“AUP”)

3.1.  Use of the GreenShows Services for any of the following purposes is strictly prohibited and shall result in the immediate termination of your Account:

(a)      Child exploitation: You may not offer goods or services, or post or upload Materials exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.

(b)      Harassment, bullying, defamation and threats: You may not offer goods or services, or post or upload Materials, that harass, bully, defame or threaten a specific individual.

(c)      Hateful content: You may not use the Services to promote or condone hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status or other forms of discriminatory intolerance. You may not use the Services to promote or support organizations, platforms or people that: (i) promote or condone such hate; or (ii) threaten or condone violence to further a cause.

(d)      Illegal activities: You may not offer goods or services, or post or upload Materials, that contravene or that facilitate or promote activities that contravene, the laws of the jurisdictions in which you operate or do business.

(e)      Intellectual property: You may not offer goods or services, or post or upload Materials, that infringe on the copyright or trademarks of others.

(f)        Malicious and deceptive practices: You may not use the Services to transmit malware or host phishing pages. You may not perform activities or upload or distribute Materials that harm or disrupt the operation of the Services or other infrastructure of GreenShows or others, including GreenShows’ third party providers. You may not use the Services for deceptive commercial practices or any other illegal or deceptive activities.

(g)      Personal, confidential, and protected health information: You may not post or upload any Materials that contain personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent. You may not use the Services to collect, store, or process any protected health information subject to any applicable health privacy regulation or any other applicable law governing the processing, use, or disclosure of protected health information.

(h)  Self-harm: You may not offer goods or services, or post or upload Materials, that promote self-harm.

(i)   Spam: You may not use the Services to transmit unsolicited commercial electronic messages.

(j)  Terrorist organizations: You may not offer goods or services, or post or upload Materials, that imply or promote support or funding of, or membership in, a terrorist organization.

3.2.  We may, at any time and without notice, remove any Materials and suspend or terminate your Account or your access to the Services if we determine in our sole discretion that the goods or services offered via a Booth, or the Materials uploaded or posted to a Booth, violate the letter or spirit of the AUP or these Terms of Service, including activities outside of your use of the Services.

3.3.  GreenShows has the right, but not the obligation, to monitor or investigate any Materials and your use of the Services at any time for compliance with the AUP and the Terms of Service, or any other agreement between you and GreenShows governing your use of the Services (collectively, the “Terms”). Our determination of whether a violation of the AUP has occurred will be final and binding, and any action taken with respect to enforcing the AUP, including taking no action at all, will be at our sole discretion.

4.     GreenShows’ Rights

4.1.  We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

4.2.   We reserve the right to refuse service to anyone for any reason at any time.

4.3.   We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Booth, or the Materials uploaded or posted to a Booth, violate the AUP or these Terms of Service.

4.4.   Verbal or written abuse of any kind (including threats of abuse or retribution) of any GreenShows customer, GreenShows employee, member, or officer will result in immediate Account termination.

 4.5.  GreenShows does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Booth.

 4.6.  We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that GreenShows employees and contractors may also be GreenShows customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

4.7.   GreenShows retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Booth Owner. If we are unable to reasonably determine the rightful Booth Owner, without prejudice to our other rights and remedies, GreenShows reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

4.8.  In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.

5.  Confidentiality

5.1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. GreenShows’ Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices

5.2.  Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 5. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove:

(a)  was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information;

 (b)  is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or

(c)  is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

6.  Limitation of Liability

6.1.  You expressly understand and agree that, to the extent permitted by applicable laws, GreenShows shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.

6.2.  To the maximum extent permitted by applicable laws, in no event shall GreenShows, its suppliers, affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). Under no circumstances will GreenShows be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Services or your Account or the information contained therein.

 6.3. To the maximum extent permitted by applicable law, GreenShows assumes no liability or responsibility for any:

 (a)  errors, mistakes, or inaccuracies of content;

 (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Services;

(c)  any unauthorized access to or use of our secure servers and/or any and all personal information stored therein;

(d)  any interruption or cessation of transmission to or from GreenShows;

(e)  any bugs, viruses, Trojan horses, or the like that may be transmitted to or through our service by any third party;

(f)  any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through GreenShows; and/or

 (g)  content or the defamatory, offensive, or illegal conduct of any third party.

 6.4.  In no event shall GreenShows, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to GreenShows hereunder or $100.00, whichever is greater.

 6.5. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, GreenShows partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including legal fees on a solicitor and own client full indemnity basis, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

6.6.  This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if GreenShows has been advised of the possibility of such damage.

7.   No Warranty

 

7.1.  Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without warranties of any kind, whether express, implied, or statutory including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from GreenShows or through GreenShows will create any warranty not expressly stated herein. Without limiting the foregoing, GreenShows, its subsidiaries, its affiliates, and its licensors do not warrant that:

(a)  the Services will be uninterrupted, timely, secure, or error-free.

(b)  the results that may be obtained from the use of the Services will be accurate or reliable.

 (c)  the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

(d)  the content is accurate, reliable or correct;

(e)  GreenShows will meet your requirements;

 (f)   any defects or errors will be corrected; or

 (g)  GreenShows is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of GreenShows is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of GreenShows.

Further, GreenShows does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through GreenShows or any hyperlinked website or service, and GreenShows will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

8.  Waiver, Severability, and Complete Agreement

 8.1. The failure of GreenShows to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect

 8.2.   If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

 8.3.   The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and GreenShows and govern your use of the Services and your Account, superseding any prior agreements between you and GreenShows (including, but not limited to, any prior versions of the Terms of Service).You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

 8.4.  All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. GreenShows shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without GreenShows’ prior written consent, to be given or withheld in GreenShows’ sole discretion.

 8.5.  Sections 1, 5, 6, 7, 8, 9, 10, 11, 13.5, 13.6, 13.7, 17, 18, 19, and 21 herein will survive the termination or expiration of these Terms of Service.

9.   Intellectual Property and Customer Content

 9.1.  You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by GreenShows.

 9.2.  We do not claim any intellectual property rights over the Materials you provide to the GreenShows Service. All Materials you upload remains yours. You can remove your GreenShows Booth at any time by deleting your Account.

 9.3. You retain ownership over all Materials that you upload to the Services; however, by uploading Materials to the Services, you agree to allow others to view such Materials. You are responsible for compliance of the Materials with any applicable laws or regulations.

9.4.  By uploading Materials, you agree:

(a)  to allow other internet users to view the Materials you post publicly to your Booth;

(b) to allow GreenShows to store, and in the case of Materials you post publicly, display and use your Materials; and

(c) that GreenShows can, at any time, review and delete all the Materials submitted to its Service, although GreenShows is not obligated to do so.

 9.5.  GreenShows shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Booth to promote the Service.

 10.  Payment of Fees

 10.1.  You will pay the Fees applicable to your subscription to Online Service and/or POS Services (the “Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Booth (the “Transaction Fees”), and any fees relating to your purchase or use of any additional products or services provided by GreenShows (the “Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.

 10.2.  You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. GreenShows will charge applicable Fees to any valid payment method that you authorize (the “Authorized Payment Method”), and GreenShows will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in Canadian dollars, and all payments shall be in Canadian currency.

 10.3.  Subscription Fees are paid in advance and will be billed in Thirty (30) day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at GreenShows’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Booth Owner via the email provided. As well, an invoice will appear on the Account page of your Booth’s administration console. Users have approximately Two (2) weeks to bring up and settle any issues with the billing of Subscription Fees.

10.4.  If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method Three (3) days later. If the second attempt is not successful, we will make a final attempt Three (3) days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your booth front during any period of suspension. If the outstanding Fees remain unpaid for Sixty (60) days following the date of suspension, GreenShows reserves the right to terminate your Account.

 10.5.  All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax, harmonized or other taxes, fees or charges now in force or enacted in the future (the “Taxes”).

 10.6.  You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of GreenShows’ products and services. To the extent that GreenShows charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to GreenShows of your exemption. If you are not charged Taxes by GreenShows, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

10.7.  For the avoidance of doubt, all sums payable by you to GreenShows under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by GreenShows to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. GreenShows shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required

10.8. You must maintain an accurate location in the administration menu of your GreenShows Booth. If you change jurisdictions you must promptly update your location in the administration menu.

10.9.  GreenShows does not provide refunds.

11.  Cancellation and Termination

11.1.  You may cancel your Account and terminate the Terms of Service at any time by contacting GreenShows Support: info@greenshows.ca and then following the specific instructions indicated to you in GreenShows’ response.

11.2. Upon termination of the Services by either party for any reason:

 (a)   GreenShows will cease providing you with the Services and you will no longer be able to access your Account;

(b)   unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

(c)  any outstanding balance owed to GreenShows for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

 (d) your Booth website will be taken offline.

 11.3. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

 11.4.  We reserve the right to modify or terminate the GreenShows Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

 11.5. Fraud: Without limiting any other remedies, GreenShows may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

 12.  Modifications to the Service and Prices

 Prices for using the Services are subject to change upon Thirty (30) days’ notice from GreenShows. Such notice may be provided at any time by posting the changes to the https://greenshows.ca/ or the administration menu of your GreenShows Booth via an announcement.

 12.1. GreenShows reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).

 12.2. GreenShows shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

 13.  Third Party Services

 13.1. GreenShows may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third-Party Services are made available only as a convenience, and your purchase, access or use of any such Third-Party Services is solely between you and the applicable third-party services provider (the “Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.

13.2. Any use by you of Third-Party Services offered through the Services or GreenShows’ website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them. In some instances, GreenShows may receive a revenue share from Third Party Providers that GreenShows recommends to you or that you otherwise engage through your use of the Services or GreenShows’ website.

13.3.   We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that GreenShows has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third-Party Services. The availability of Third-Party Services on GreenShows’ websites, or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with GreenShows. GreenShows does not guarantee the availability of Third-Party Services and you acknowledge that GreenShows may disable access to any Third-Party Services at any time in its sole discretion and without notice to you. GreenShows is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. GreenShows strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.

 13.4.  If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. GreenShows is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to your data or other Materials.

13.5.  The relationship between you and any Third-Party Provider is strictly between you and such Third-Party Provider, and GreenShows is not obligated to intervene in any dispute arising between you and a Third-Party Provider.

 13.6.  Under no circumstances shall GreenShows be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third-Party Services or your contractual relationship with any Third-Party Provider. These limitations shall apply even if GreenShows has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

 13.7. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, GreenShows partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third-Party Service or your relationship with a Third-Party Provider.

 14.  Beta Services

 14.1.  From time to time, GreenShows may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (the “Beta Services”). Beta Services may be subject to additional terms and conditions, which GreenShows will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered GreenShows Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without GreenShows’s prior written consent. GreenShows makes no representations or warranties that the Beta Services will function. GreenShows may discontinue the Beta Services at any time in its sole discretion. GreenShows will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. GreenShows may change or not release a final or commercial version of a Beta Service in our sole discretion.

15.  Feedback and Reviews

 15.1. GreenShows welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third-Party Provider (collectively, “Feedback") to GreenShows be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to GreenShows (whether submitted directly to GreenShows or posted on any GreenShows hosted forum or page), you waive any and all rights in the Feedback and that GreenShows is free to implement and use the Feedback if desired, as provided by you or as modified by GreenShows, without obtaining permission or license from you or from any third party. Any reviews of a Third-Party Service or Third-Party Provider that you submit to GreenShows must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. GreenShows reserves the right (but not the obligation) to remove or edit Feedback of Third-Party Services or Third-Party Providers, but does not regularly inspect posted Feedback.

16.  Rights of Third Parties

16.1. Save for GreenShows and its affiliates, GreenShows Users or anyone accessing GreenShows Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.

 17.  Privacy & Data Protection

GreenShows is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that your use of the Services, including GreenShows’ collection, usage and disclosure of any personal information transmitted to or stored by GreenShows, is governed by its Privacy Policy: https://greenshows.ca/privacy-policy

 17.1. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

 18.  Disputes, Arbitration and Choice of Law

 18.1.   For any dispute with GreenShows, you agree to first contact us at: info@greenshows.ca  and attempt to resolve the dispute with us informally. In the unlikely event that GreenShows has not been able to resolve a dispute it has with you after Sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration under the Canadian Arbitration Association Arbitration Rules. The arbitration will be conducted in Edmonton, Alberta unless you and GreenShows agree otherwise in writing. Each party will be responsible for paying their respective administrative and arbitrator fees, however the award rendered by the arbitrator may, in the arbitrator’s sole discretion, include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing GreenShows from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. 

18.2.      The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

19.  Class Action / Jury Trial Waiver

19.1.      With respect to all persons and entities, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and GreenShows are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

 

20.  Limitation on Claims

20.1.      You and GreenShows agree that any cause of action arising out of or related to the Services and/or your use thereof must commence must commence within One (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.