Terms and Conditions
Last Updated: July 24, 2019
- These Terms and Conditions Are Legally Binding
RugSimple Inc. (“RugSimple”) is the owner and operator of the RugSimple Software Service (the “Service” or the “RugSimple Software Service“). Your use of the Service is expressly conditioned on your acceptance of these RugSimple Terms and Conditions and the documents incorporated by reference herein (“Terms and Condition“). By using the Service, you signify that you unconditionally agree and accept to be legally bound by these Terms and Conditions. No other terms or conditions of any sort in any document, writing or other communication whatsoever made by you to RugSimple or its employees, representatives or agents in relation to the RugSimple Software Service shall be applicable to or binding on RugSimple. You are solely responsible for all access to and use of the Service including any breach of these Terms and Conditions, “you” means you and every person you authorize to use the Service.
- Changes to this Agreement or the Services
RugSimple reserves the right to alter these Terms and Conditions at any time. Such changes will be effective and legally binding on you when posted on our website for the Service or when we use reasonable efforts to notify you by other means. Please review these Terms and Conditions periodically for changes. Your continued use of this Service after amended Terms and Conditions is posted on this website or is otherwise brought to your attention signify that you agree and accept to be legally bound by the changes.
- Grants of Licenses to Use RugSimple Software
RugSimple hereby grands to you a limited, non-exclusive, non-transferable personal right to use the RugSimple Software Service provided that you agree to the following:
- RugSimple may, at its sole and absolute discretion, without prior notice to you and without liability, reject, prevent, discontinue or suspend your account(s) and/or your use of the Service if, at its sole discretion, RugSimple is of the opinion that your use does not meet RugSimple’s specifications or guidelines, or RugSimple considers your usage to be inappropriate, illegal or harmful to its interests. If RugSimple exercises its absolute discretion under this paragraph 3.1, it shall have no liability to refund any portion of your pre-paid subscriptions, if applicable. Without limiting or waiving any right against you that RugSimple may have under applicable law or these Terms and Conditions in relation to any inappropriate, illegal or harmful use, RugSimple reserves the right to deduct any costs, damages or expenses that it may have incurred in relation to such inappropriate, illegal or harmful use from your unused pre-paid subscriptions, if any, or to claim the same from you by any other means.
- You agree to comply with any policies or guideline that RugSimple may introduce or amend from time to time. RugSimple’s policies and guidelines my related to technical specification, privacy, accceptable content, and any other matter, as the same may be amended by RugSimple, at its absolute discretion, from time to time.
- You agree that you will not provide access to or furnish any part of the Service to any third party; modify, disrupt or interfere with the Service, supporting servers, or networks either manually or through the use of scripts, viruses, or worms; reproduce or duplicate, copy, deconstruct, sell, trade or resell the Service; or excessively overload the system that RugSimple used to provide the Service.
- RugSimple may, at this sole and absolute discretion and without prior notice to your amend, suspend, vary or withdraw the Service, these Terms and Conditions and/or its website at any time and from time to time.
- You shall be solely responsible for your use of the Service and shall indemnify RugSimple for, and hold RugSimple harmless for, all loss, costs, and damages incurred by RugSimple in connection with any claims by third parties again RugSimple in relation to your use of the Service and in connection with your breach of these Terms and Conditions or any policies or guidelines that RugSimple may introduce from time to time.
- You hereby represent, warrant and covenant to RugSimple that at all times, (i) you have all rights, consents, licenses and permits that may be necessary or desirable for you to have in order use the materials, graphics, logos, videos, data or information you input into the Service (where applicable) (“Your Content“) in the manner and the purpose for which you use Your Content; (ii) all of Your Content comply with applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party.
- You represent and warrant to RugSimple that you have full corporate rights, power and authority to agree to these Terms and Conditions and peform the obligations agreed by you, and that doing so does not and will not violate any agreement or obligation to which you are bound, or any applicable law, rule or regulation.
- You hereby agree that RugSimple may, but is not obligated to, use your business name and logo and refer to you as a user of the Service in any publicity, press release advertising, or marketing material, throughout the world and using any form of media. If you wish to use or display RugSimple’s trademark or mention RugSimple in any publication, website, press release or in any other manner, you must obtain the prior written consent of RugSimple.
- You agree that you are solely responsible to obtain or provide any hardware or software that you may need to gain access to and use the Service, and for any damage or loss that you suffer as a result of the operation of such hardware or software, including incompatibility with any platforms used by RugSimple in providing the Service.
- You agree that RugSimple is the sole owner of and has the right to use any feedback you provide on the Service in any way whatsoever including to improve existing or create new products or service.
- RugSimple reserves all rights in the Service not granted to you expressly in these Terms and Conditions.
- You hereby agree to grant RugSimple a worldwide, royalty-free, non-exclusive license to publish, alter, adapt, compile, host and use (i) Your Content (including, without limitation, to reproduce in a material form, publish, perform, communicate to the public, and to make an adaptation of Your Content) for the purpose of providing you with the Service, and, (ii) if RugSimple provides any community forum for users of the Service to exchange user tips and publish their comments and opinions, any comments, opinions and other material you upload or publish on such a forum.
- Payment Terms
- By creating an account and subscribing for the Service or renewing your subscription for the Service, you indicate you agree to the charges imposed by RugSimple for the particular service or products you have requested. You agree to comply with any payment terms that RugSimple may impose form time to time including those set out in the Service Level Agreement, which is incorporated by reference herein. All payments for Services are due in advance and you will be required to pay RugSimple in advance on a monthly basis to use the Service unless a delay in payment has been activated with the use of a offer code. Your subscription may be renewed automatically on or close to its expiry at the subscription rates applicable at the time of renewal. However, even if a facility to renew your subscription automatically exists, it is solely your responsibility, and not that of RugSimple, to ensure that your subscription is renewed prior to its expiry, failing which your ability to use the Service shall expire automatically. RugSimple may not give you prior notice of an automatic renewal. If RugSimple is unable to effect this automatic renewal for any reason whatsoever, your subscription will expire automatically. For subscriber choosing to pay by credit card, subscription fees for renewal may be charged to the credit card on record unless RugSimple is notified of a change or cancellation in writing using the tools or means available by RugSimple. Cancellation is permitted at anytime and the service will be available until the end of the active billing cycle.
- All sums payable by you to RugSimple may be quoted exclusive of any goods and service tax, or any other taxes that may be levied on the subscription or charges levied by RugSimple. As such, you agree that RugSimple may charge you and/or the credit card on record for any taxes or charges that RugSimple is required by any applicable law or regulation to levy on the subscription charges.
- Support is typically provided as part of subscription. If you have fallen behind on your subscription payments or you have an outstanding balance with RugSimple then support services will cease to be provided until all debts are cleared
- Subscription to RugSimple is done tiered package basis.
- We may use a third party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain or use your payment account information except to process your credit card and other payment information for RugSimple.
- Term and Termination
- RugSimple shall have the right to terminate its relationship with you, without prior notice, if you breach or fail to comply with any provision of these Terms and Conditions. This Agreement and you ability to use the Service shall also automatically terminate upon the expiry of your subscription
- After termination, RugSimple may, at its sole discretion, maintain any data you have uploaded into its systems. However, you agree that any obligations expressly stated in these Terms and Conditions, RugSimple has no responsibility to you to maintain your user account or any of your data after termination and you shall hold RugSimple harmless and free from any fees, damages, or claims you may suffer in relation to the same or any claims or action you may have or face in relation to the same.
- If termination is due to your failure to renew your subscription on a timely basis, you may reactivate your account and access your data if renewal under such circumstances are enabled by RugSimple. To do so, you may have to pay any subscription fees or charges that may be imposed by RugSimple, including reactivation fees (if any), within any period that bay be stated by RugSimple, failing which RugSimple may permanently remove and delete your user account(s) and any data you have uploaded into its systems.
- You or your customers, partners or associate, whichever may be applicable, are the owner of any data you upload into the Service (“Your Data“). You hereby agree that RugSimple is the owner of all data other than Your Data, including and system generated data generated by the Service or any data complied from data inputted into the Service by all users of the Service on an aggregate basis (“RugSimple’s Data“). RugSimple may use all of RugSimple’s Data in any way it chooses including to improve or adapt its services, or to create or design new products and services.
- You acknowledge and agree that the nature of the Internet is international and that RugSimple has your express consent to store and provide access to your personal or confidential information, and that of your users(s) and customers, in and from the United States and Canada, and to transmit and deliver such information via the Internet which may involve its transmission across multiple jurisdictions.
- You agree not to upload or transmit any data; (i) that you do not have the lawful right to copy, transmit, distribute, and display (including any data that would violate any confidentiality or fiduciary obligation that you might have with respect to the data);(ii) for which you do not have the consent or permission from the owner of any personally identifiable information contained in the data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other property right, or moral right or right of publicity); or (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.
- Your account(s) and Password(s)
- The responsibility to keep secure and confidential any password(s) and user ID(s) RugSimple may issue to your to access the Service, rests solely with you and the employees, representatives and agents of yours that are entrusted with the same. If you become aware of any unauthorized access to your account(s), or any misuse of your password(s) and user ID(s) you must activate the process put in place to disable your account(s) and/or re-issue new password(s) or user ID(s) as soon as possible.
- You agree that you are solely responsible for the actions and omissions of the person(s) you nominate as user(s) or administrator(s) of your account(s) for the Service. You also agree that RugSimple may accept instructions and requests from and communicate with such person(s) until and unless RugSimple receives notification that such person(s) are no longer your user(s) or administrator(s), and such instructions, requests and communications are valid and legally binding on you. In addition, you are responsible for any and all use of your account(s) by an persons who are in possession of your user ID(s) or password(s).
Your indemnity in Favour of RugSimple
If RugSimple and/or any of their affiliates (collectively the “Indemnified Parties“) take any action to enforce any of the Terms and Conditions, you agree to indemnify and hold harmless the Indemnified, their affiliates, and their respective officers, directors, employees and agents from and against any and all claims, losses, costs, expenses, causes of action or demands, including reasonable legal and accounting fees, arising out of and relating to your use of the Service, and any and all breaches by you of these Terms and Conditions.
Service Level Agreement
This Service Level Agreement attached to these Terms and Conditions is incorporated into and forms part of these Terms and Conditions.
- UNLESS EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, RUGSIMPLE MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND REGARDING ITS WEBSITE, THE SERVICE, THE PRODUCTS OR SERVICES AVAILABLE ON THIS WEBSITE AND/OR ANY MATERIALS PROVIDED ON THIS WEBSITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS WHERE IS” BASIS. RUGSIMPLE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE SERVICE, OR THIS WEBSITE. RUGSIMPLE EXPRESSLY DISCLAIMS ALL WARRANTIES, AND TERMS AND CONDITIONS IN RELATION TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES AS TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A GENERAL OR PARTICULAR PURPOSE AND NON-INFRINGEMENT OR PROPRIETARY RIGHTS, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF CANADA.
- RUGSIMPLE DOES NOT WARRANT THAT THE SERVICE, THIS WEBSITE, ITS SERVERS OR ANY E-MAIL SENT FROM RUGSIMPLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- FOR THE AVOIDANCE OF DOUBT, RUGSIMPLE DOES NOT GUARANTEE THE EFFECTIVENESS OF THE SERVICE.
- RUGSIMPLE TAKES NO REPSONSIBILITY FOR THE SECURITY, CONFIDENTIALITY OR PRIVACY OF THE COMMUNICATIONS AND/OR DATA TRANSMITTED OVER THE INTERNET AND DOES NOT WARRANT (AND EXPRESSLY EXCLUDES ANDY AND ALL EXPRESS OR IMPLIED WARRANTIES) THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR OR LOSS OF CONTENT, DATA OR INFORMATION. IN ADDITION, RUGSIMPLE SHALL NOT BE LIABLE FOR ANY COMPATIBILITY ISSUES PERTAINING TO CUSTOMERS’ COMPUTERS, APPLICATIONS OR OTHER SOFTWARE ON ANY COMPUTERS USING THE SERVICE.
Limitation of Liability
- TO THE FULLEST EXTENT PERMITTED BY LAW IN NO EVENT SHALL RUGSIMPLE BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR FOR ANY LOST PROFITS OR LOST SAVINGS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STRICT LIABILITY, STATUTE OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED TO CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SERVICE OR THIS SITE), OR (III) THE PERFORMANCE OR NON PERFORMANCE BY RUGSIMPLE EVEN IF RUGSIMPLE HAS BEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.
- If, notwithstanding the forgoing, RugSimple shall be found liable for any loss or damage with arises out of or is in any way connected with any of the above described functions or uses of the site and software, the Service or its content, to the full extent permitted by law the combined aggregate liability of RugSimple shall in no event exceed the value of one month subscription for the Service paid by you or a maximum of $1,000.00, whichever is lower. Further, RugSimple’s liability to you in contract, tort, negligence, strict liability, under statute or otherwise will be reduced to the extent, if any, to which you contributed to the loss or damage.
Ownership & Copyright
Except as otherwise indicated, this Website, and all text, images, marks, logos and other content contained herein, including, without limitation, the RugSimple logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, content and the selection and arrangement thereof (collectively, the “Site Content“) are the proprietary property of RugSimple and its licencors and are protected by Canadian and international copyright laws. All rights to the Site Content are expressly reserved.
RugSimple has no responsibility for and is released from all contractual obligations and liability (e.g. for damages) if its performance of these Terms and Conditions is affected by an even of force majeure. For the purpose of this clause, the term “force majeure” means and includes any event which was not under the control of RugSimple, or was not reasonably foreseeable, including, but not limit to any natural disaster such as thunderstorm, flood or storm, fire, national emergency, strike or equivalent labour action, or the unavailability of the Internet for reasons beyond the control of RugSimple.
These terms and conditions will be governed by and construed in accordance with the laws of the Province of Ontario and laws of Canada applicable therein, and any disputes relating to these terms and conditions will be subject to the jurisdiction of the courts of Ontario. If you are outside Canada we accept no liability for breaches of any local laws in your jurisdiction and by accepting these terms and conditions you accept that it is your responsibility to ensure that any such laws are complied with.
Monthly Uptime Guarantee
- RugSimple guarantees that its Service will be available 99% of the time in a calendar month (“Monthly Uptime Guarantee“), excluding Maintenance and Exclusion (both terms of which are defined below.). You are eligible to claim service credit(s) for Service Downtime if RugSimple fails to meet the Monthly Uptime Guarantee, provided the total Service Downtime of 0.1% in a calendar month is verified by RugSimple.
- “Service Downtime” is defined as an inability to access the Service caused by failure of network equipment managed, owned, leased or used by RugSimple to provide the Service, including the failure of managed switches, routers, and cabling but excluding Maintenance and Exclusions.
- If you attempt to access any of you data but the data is irrecoverable, you must report the same to RugSimple as soon as possible. RugSimple will investigate the cause of the same and will require your assistance during such investigation. If the result of RugSimple’s investigation indicates that the cause of such irrecoverable data is due to the fault of RugSimple, then RugSimple will grant a service credit to you up to a maximum of the fee charged to you for the calendar month during which the irrecoverable data event took place.
RugSimple provides 24/7 free email support for all paid subscribers. Support queries are prioritized based on urgency and you should expect a response to an urgent query within 4 hours during business hours, standard support queries within 24 hours and feature requests depends on personnel availability but are typically replied to within 72 hours. Support does not include free phone calls, free site visits or free training, although it may sometimes be provided depending on availability.
Subsequent or repeat queries will likely be put to the back of the queue. It is recommended that you provide as much information as possible in your original query to ensure a fast response.
“Maintenance” means and includes:
- Any scheduled maintenance of the cloud data centers used by RugSimple to provide the Service of which you are notified 3 days in advance. For the purpose of notifying you, RugSimple will use the contact email on record. Please ensure this email is up to date and accessed frequently; and
- any maintenance of the data centers used by RugSimple: (a) is necessary to avoid an immediate threat to the data center or the Service and (b) of which Customer is notified.
Customers shall not be entitled to any service credits if Service Downtime is due to the following (“Exclusions”)
- The actions or omissions of yourself or your employees, agents, representatives or contractors using the password(s) and user ID(s) issued by RugSimple to you to access the Service.
- The result of Maintenance;
- A Denial of Service attack, hacker activity, or other malicious event or code targeted against RugSimple or a RugSimple customer;
- Failure of any hardware, software, network or Internet infrastructure not owned or managed by RugSimple or its sub-contractors;
Factors outside RugSimple’s reasonable control;
The Monthly Uptime Guarantee does not include time required to perform data restores and backups if applicable.