Commercial Terms
Effective 2019-10-08
iMatr Commercial Terms for businesses, organizations, institutions, and government users
The iMatr Terms (Terms of Use, Privacy Policy, Platform Activity Standards, Custom Scope of View Terms, Payment Services Terms, Premium Services Terms, Brand Usage Policy) and these terms ("The iMatr Commercial Terms", ("ICT")) apply to the use and access of the IMatr Products ("Products") for any commercial, business, institutional, or governmental purposes (the "Users Purposes"). This includes, but is not limited to, purchasing ads, selling products, managing User content, or using our data and measurement services.
By accessing or using iMatr Products, a User agrees that any employee, director, officer or third party (the "Third Parties") on whose behalf they access or use any iMatr Product, for any User purposes, is bound by the Terms, these Commercial Terms, and any applicable supplemental terms. The User represents and warrants that it has the authority to bind Third Parties to such terms.
In the event of a dispute, a User agrees that all dispute resolution is to be achieved by binding arbitration on an individual bases and that the use of class actions and jury trials shall be deemed as contravention to these Commercial Terms.
1. Licenses
As described in " 5. Implicit consent and the permissions users give iMatr " section in our Terms of Use, a user gives iMatr a license to content that is covered by intellectual property rights (like photos or videos) a User shares in connection with our Products. When using iMatr Products for the Users purposes, that license applies to content a user or someone on behalf (such as an agency that places and ad for a User) of the user makes, or shares, on or in connection with any iMatr Product.
A User (or someone on their behalf) will ensure that they own or have secured all rights necessary to be in a legal position to grant the licenses and rights to iMatr under the Commercial Terms and any applicable supplemental terms, including permission to display, distribute and deliver a User's content within iMatr Products.
2. Legal compliance
Access or use of iMatr Products for User Purposes shall comply with applicable laws, rules and regulations. Users further represent and warrant that they will restict access to their content and iMatr apps in accordance will all applicable laws, rules, and regulations, including geo-filtering or age-gating access where required.
3. Liability limits
In addition to and without limiting the scope of " 6.b Limited Liability " section in IMatr's Terms of Use, Users agree that IMatr is not responsible for the actions, services, content, or data of third parties and therefore Users release IMatr, its directors, officers, employees, and agents from any claims and damages, known or unknown, arising out of or in anyway connected with any claim Users may have against such third parties.
The aggregate liability arising out of or relating to any access or use of IMatr Products, the Terms, these Commercial Terms, for Users Purposes, shall not exceed the greater of one hundred dollars ($100.00) or the amount a User has paid for twelve (12) months of services related to the issue giving rise to the liability claim.
4. Disputes
a. Indemnification
Should a claim, cause of action, or dispute against iMatr related to a User's services, actions, content or information on iMatr or other iMatr Products, or a User's use of any iMatr Products, Users agree to indemnify and hold iMatr harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to any such claim, cause of action, or dispute.
b. Dispute resolution
In the event of a dispute, Users and iMatr agree to arbitrate any claim, cause of action, that arises out of or relates to any access or the use of iMatr Products for Users Purposes ("Commercial Claim"). The Commercial Claim does not cover any commercial claims relating to violations of a User's or iMatr's intellectual property rights, including, but not limited to copyright infringement, trademark infringement, violation of iMatr's Brand Usage Policy, violation of a User's or iMatr's confidential information or trade secrets, or efforts to interfere with our Products or engage with our Products in unauthorized ways.
Users and iMatr agree that, by entering into this arbitration provision all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. The User and iMatr further agree, that each may bring commercial claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, representative, or private attorney general proceeding. Users may bring a commercial claim only on their behalf and cannot seek relief that would affect other parties. If there is a final judicial determination that any particular commercial claim (or a request for particular relief) cannot be arbitrated in accordance with this paragraph's limitations, then only that commercial claim (or only that request for relief) may be brought in court. All other commercial claims (or requests for relief) remain subject to this paragraph.
The Federal Commercial Arbitrations Act governs the interpretation and enforcement of this arbitration provision. An arbitrator is to decide all issues, with the exception that only a court may decide issues relating to the scope of enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions.
If Users intent to seek arbitration of a dispute, the User, must provide iMatr with notice in writing. The notice of dispute to iMatr must be sent to address noted below:
iMatr Canada Inc.
1235 Fairview Street, Suite 166
Burlinton, ON
L7S 2K9
All commercial claims should they arise, whether subject to arbitration or not, will be governed by Canadian and Ontario law.
If a commercial claim between a User and iMatr is not subject to arbitration, the User agrees that the claim must be resolved exclusively in the Superior Court of Justice, Ottawa, Ontario, and that the User submits to the jurisdiction of this court for the purposes of litigating any such claim.
If any provision of this dispute resolution mechanism is found unenforceable, that provision will be severed and the balance of the dispute resolution provisions will remain in full force and effect.
5. Policy conflicts and supplemental terms
Should a conflict arise between the Commercial Terms and the Terms of Use, the Commercial Terms shall govern with respect to a User's access and use of iMatr Products for Users' Purposes to the extent of the conflict.
Supplemental terms, conditions and policies may apply to a User's use of certain products. To the extent those supplemental terms conflict with the Commercial Terms, the supplemental terms will govern with respect to a User's use of those Products to the extent of the conflict. For example:
a. User advertising placed on iMatr Products must comply with iMatr's Advertising Policy.
b. If a User makes payments to iMatr using iMatr's payments service, the User agrees to abide by iMatr's Payments Service Terms.
c. Users who advertise using iMatr's Custom Scope of View, agree to comply with iMatr's Custom Scope of View (Audience) Terms.
d. When Users link to, or host issues on iMatr Products, Users agree to pay iMatr according to their selected plan found on the platform for organization or government linking and hosting services.
e. Users upgrading to iMatr's Premium Service, agree to pay to iMatr according the selected Premium Plan Terms found on the platform under Premium Services.
Changes to supplemental terms may occur as with Commercial Terms. By continuing to access or use iMatr Products subject to supplemental terms after notice of any change or update to the supplemental terms, Users agree to be bound by them.
6. Updates
The Commercial Terms may needed to be updated by iMatr from time to time, to accurately reflect the access or uses of iMatr Products by Users for User Purposes. IMatr encourages Users to regularly check them for any updates. By continuing any access or use of any iMatr Products for User Purposes after any notice of an update to these Commercial Terms, Users agree to be bound by them. Any updates that may occur to the Disputes section of these Commercial Terms will apply only to disputes that may arise after notice of the update takes place. Should a User disagree to the updated terms, Users are required to stop all access or use of iMatr Products for User Purposes.
7. Other
a. The iMatr Terms, these Commercial Terms, and other applicable supplemental terms make up the entire agreement between a User and iMatr.
b. If any portion of these Commercial Terms are deemed to be unenforceable by a court of law, then (except as otherwise provided) that portion will be severed and the remaining portions will remain in full force and effect.
c. Should iMatr fail to enforce any of these Commercial Terms, it will not be considered a waiver.
d. Any amendment to or waiver to these Commercial Terms must be made in writing and signed by iMatr.
e. Users shall not transfer any of their rights or obligations under these Commercial Terms to anyone else without iMatr's written consent.
f. These Commercial Terms do not confer any third party beneficiary rights.
g. Users consent that iMatr may disclose a User's advertising content, content created and shared ("commercial content"), and all information associated with such content, including information associated with the delivery of that content, in response to valid legal process related to an electoral matter or to a governmental entity or body should iMatr believe that disclosure would assist in lawful investigation.
g. iMatr's rights and obligations under these Commercial Terms are freely assignable by iMatr in connection with a merger, acquisition, sale of assets, or by operation of law or otherwise.
h. Nothing in these Commercial Terms shall prevent iMatr from complying with the law.
i. iMatr reserves all rights not expressly granted to Users.