Terms of Use

Last Updated: August 20, 2021

These Terms of Use (“Terms”) apply to your access to and use of any website of DemandHub Inc. (“DemandHub”, “we”, or “use”), including but not limited to http://www.demandhub.co (collectively, the “Site”), as well as our DemandHub mobile applications (collectively the “App”), and customer interaction Services, as more particularly described below. These Terms do not alter in any way the terms or conditions of any other agreement you may have with DemandHub for products, App, Services, the Site or otherwise. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity agrees to be responsible to us if you violate these Terms.

We reserve the right to change or modify these Terms at any time and at our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by posting the revised Terms to the Site and updating the “Last Updated” date above and/or posting a notice on the homepage of the Site. Your continued use of the Site will confirm your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Site.

If you have any questions regarding these Terms or the Site, please contact us at support@demandhub.co.

1. Privacy Policies
Please refer to our Privacy Policy for information on how DemandHub collects, uses and discloses information about our users and other individuals. DemandHub does not control how our customers collect, use and disclose personal information. By downloading the App or using the Services, you represent and warrant that you have obtained and will obtain all necessary consents from clients to collect, use and disclose personal information and send commercial electronic messages through the Services, in accordance with applicable privacy laws and anti-spam laws.

In connection with the Services (as defined below), DemandHub maintains technical and organizational measures we consider appropriate to safeguard data and to prevent unauthorized access, use or disclosure of the same. For Customers who are Covered Entities or Business Associates (as defined in the Health Insurance Portability and Accountability Act), Customer agrees to the terms of DemandHub’s Business Associate Agreement (the “BAA”) which may be amended from time to time and constitutes a binding legal agreement between the parties in relation to the provision of and use of certain protected personal health information. For greater certainty, DemandHub makes no further commitments and assumes no liability for any data provided by or on behalf of Customers other than as expressly stated in these Terms and the BAA if applicable.

2. Services
DemandHub makes available to our customers (“Customers”) services that enable customer interactions, including but not limited to our Customer Interaction Platform and any other services, functions or features DemandHub makes available to its Customers (together with any related services made available to Customers, the “Services”). Our Services include DemandHub Messenger, a two-way messaging services that allows our Customer to chat with their clients, as well as our WebChat widget. You may be required to register for an account and/or purchase a subscription to the Services in order to use the Services or App.

3. Fees
Fees for Services (collectively the "Fees") are as set out on the Customer’s order form and are based on the Services and subscription term selected by the Customer. All Fees are quoted in U.S. currency unless otherwise stated on the order form; and are non-refundable except as may otherwise be provided in the order form.
Fees will be invoiced in advance and will be due on such dates and for such amounts as indicated on the invoices provided by DemandHub to the Customer. Fees may be subject to applicable taxes which will be added to the respective invoice.
If Fees are not paid by the due date, in addition to any other rights and remedies DemandHub may have (including interest owing, and the termination rights set forth herein), DemandHub reserves the right to suspend the Services without liability to DemandHub, until such account is paid in full, which does not remove the Customer’s obligation to pay those amounts outstanding to the date of such suspension or thereafter for the remainder of the subscription term, as the case may be.

4. Copyright and Limited License
Unless otherwise indicated, the Site, App and Services, and all software, content and other materials on the Site and Services, including, without limitation, the DemandHub logo, and all designs, text, graphics, pictures, information, data, other files and the selection and arrangement thereof (collectively, “Site Materials”) are the proprietary property of DemandHub and are protected by Canadian, U.S. and international copyright laws. Subject to these Terms and any applicable Fees, DemandHub grants you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Site Materials; provided, however, that such license is subject to these Terms and does not include: (a) any resale or commercial use of the Site Materials; (b) the distribution, public performance or public display of any Site Materials; (c) modifying or otherwise making any derivative uses of the Site Materials, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Site Materials, except as expressly permitted on the Site; or (f) any use of the Site Materials other than for their intended purposes. The App is licensed to you and not sold. Any use of the Site Materials other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will automatically terminate the license granted in these Terms. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. DemandHub may revoke this license at any time.

5. Trademarks
“DemandHub”, the DemandHub logo and any other product or service name or slogan contained on the Site are trademarks of DemandHub or our suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of DemandHub or the applicable trademark holder. Any authorized use of these trademarks must be in accordance with guidelines that we may provide you from time to time. You may not use any metatags or any other “hidden text” utilizing “DemandHub” or any other name, trademark or product or service name of DemandHub without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of DemandHub or our licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us or any other affiliation.

6. Hyperlinks
You are granted a limited, non-exclusive right to create a text hyperlink to the Site for non-commercial purposes, provided such link does not portray DemandHub or any of our services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a DemandHub logo or other proprietary graphic of DemandHub to link to the Site without the express written permission of DemandHub. Further, you may not use, frame or utilize framing techniques to enclose any DemandHub trademark, logo or other proprietary information, including the images found on the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without DemandHub’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of DemandHub or any third party.

7. Third Party Content
DemandHub may provide third party content on the Site and App and may provide links to web pages, content and/or services of third parties (collectively the “Third Party Content“) as a service to those interested in this information. DemandHub does not control, endorse or adopt any Third Party Content and makes no representation, warranties or conditions of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that DemandHub is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk and may be subject to any terms and conditions of such third party.

8. Feedback
You acknowledge and agree that any materials, including, but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding the Site, App or Services that you provide via email or other means (“Feedback“) are non-confidential and shall become the sole property of DemandHub. You hereby assign all rights, including all intellectual property rights, to DemandHub and DemandHub and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

9. Use Restrictions
In using the Site, App and Services you shall not:

1. intentionally or unintentionally violate any of these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone;
2. license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Site or the Services;
3. upload, post, email, transmit or otherwise make available any material that: (i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable; (ii) you do not have a right to make available under any law or under a contractual relationship; (iii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights); (iv) is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Site or that of any users or viewers of the Site or that compromises a user’s privacy; or (vi) contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
4. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site, Services or any software provided by us;
5. use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
6. “stalk” or harass any other user of our Services or collect or store any information about any other user other than for purposes of transacting with one another;
7. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
8. use automated scripts to collect information or otherwise interact with the Services or the Website;
9. access the Site, App, and/or Services for the purpose of building a competitive product or service; or
10. advocate, encourage, or assist any third party in doing any of the foregoing.

10. Indemnification
You agree to defend, indemnify and hold harmless DemandHub and our officers, agents, partners, employees, independent contractors, service providers and consultants, and their respective directors, employees and agents (collectively, the “DemandHub Parties”), from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) your use of the Site, App or Services; (b) any Feedback you provide; (c) your conduct or your violation of these Terms including the BAA (if applicable); or (d) your violation of the rights of any third party.

11. Disclaimer
THE SITE MATERIALS, SITE, APP AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEMANDHUB DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. DEMANDHUB DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE MATERIALS THEREIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. DEMANDHUB DOES NOT REPRESENT OR WARRANT THAT THE SITE OR DEMANDHUB’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL ANY OF THE DEMANDHUB PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE MATERIALS, SITE, APP OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DEMANDHUB EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO DEMANDHUB FOR ACCESS TO OR USE OF THE SITE.

13. Modifications to the Site
DemandHub reserves the right to modify or discontinue, temporarily or permanently, the Site, App or Services or any features or portions thereof without prior notice or liability to you.

14. Mobile App
If you download or use the App, you acknowledge that this Terms of Use is an agreement between you and DemandHub only. Neither Apple nor Google or any other app store provider has any obligation to magainin or support the App, provide any warranty in respect of the App, or addressing any claims related to the App. You hereby represent and warrant that you (a) are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) you are not listed on any U.S. government list of prohibited or restricted parties. If you download the App from an app store provider, you agree that the app store provider is a third-party beneficiary of these Terms of Use.

15. Governing Law
These Terms are governed by and construed in accordance with the laws of the province of Ontario and applicable Canadian law, without giving effect to any conflict of laws principles. You agree that any action at law or in equity arising out of or relating to the Site or the Terms will be filed only in the provincial and federal courts located in the province of Ontario.

16. Termination
Notwithstanding any of these Terms, we reserve the right, without notice and at our sole discretion, to terminate your right to use the Site Materials, and to block or prevent your future access to and use of the Site Materials.

17. Entire Agreement; Severability; No Waiver; Assignment
These Terms, together with the Privacy Policy, the BAA (if applicable) and the Disclaimer, constitute the entire agreement governing use of the Site and the Services and all related activities. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. Our failure to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. You may not assign any part of these Terms or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. DemandHub may assign these Terms for any reason without notice to you.

18. English Language
It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

19. Contact
If you have any questions or concerns regarding the Site, App or Services, please contact DemandHub at support@demandhub.co