Terms Of Service
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. These Terms of Service and unless stated otherwise, the terms, conditions and notices contained herein (collectively, these "Terms of Service") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you", "your",) and 981000 ALBERTA LTD. o/a CASPER or CASPER EQUIPMENT SOLUTIONS, and its licensors and affiliates (collectively, "we", "us", "our" or "Casper").
Casper operates and makes available a software program and platform (the "Online Platform") that provides a portal whereby Casper lists and makes available certain equipment and inventory (collectively, “Equipment”) on consignment, through our website located at the domain https://casperconsignment.com/, including all web pages thereof, including the web page through which you accessed these Terms of Service (the "Site"). These Terms of Service apply to your use of and access to the Online Platform, the Site, as well as all services made available through the Site and/or the Online Platform, such as access to content, including without limitation, Equipment listings and associated data and information (the "Services"). Your access to and use of Services offered by Casper is expressly conditioned on your acceptance without reservation, limitation or qualification of the following Terms of Service.
By using any of our Services or accessing the Online Platform or the Site, you agree to be bound by and use our Services in compliance with these Terms of Service, and all terms and policies incorporated herein by reference. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT USE SERVICES OR ACCESS THE ONLINE PLATFORM OR THE SITE.
Casper reserves the right to alter, update, add to and/or revise these Terms of Service from time to time and at any time, at its sole discretion, without any notice or liability to you. Any such alteration, update, addition or revision (each, a “change”) will be effective immediately upon its posting to the Site and your continued use of the Online Platform, the Site, and/or Services after any such change will be evidence that you acknowledge and agree to be bound by the modified Terms of Service. You are not required to accept, and may reject, any such change, but if you do not accept any such change, you are no longer entitled to use the Online Platform, the Site, and/or Services. We encourage you to periodically review these Terms of Service on the Site, so you are aware of any changes to which you are bound. We advise you to print or save a copy of these Terms of Service for your information in the future.
In addition, particular Services, features and activities, including without limitation, consignment services related to Equipment or listings or sales of Equipment by consignment offered by Casper through the Site may also be subject to additional terms, such as those set out in a Consignment Agreement or Buyers Agreement and Release of Liability, or any other agreement, that you may enter with us ("Additional Terms"). If any of the terms contained in these Terms of Service conflict with any Additional Terms presented in connection with any such other services, features and activities offered by Casper through the Online Platform or the Site, then the Additional Terms shall control to the extent of the conflict.
1. USE OF THE ONLINE PLATFORM, THE SITE AND/OR SERVICES
1.1. Subject to your compliance with these Terms of Service, including without limitation, the restrictions set forth in Section 1.5 and Section 4 below, Casper hereby grants you (whether a single individual or entity) a limited, revocable, worldwide, non-exclusive, non-transferable license to access and use the Online Platform, the Site and/or Services (the “License”), provided you have created an account through the Online Platform by registering to use the Online Platform and Services or have signed in as a guest and are in compliance with these Terms of Service.
1.2. In its sole discretion and for any reason, in addition to any other rights or remedies available to Casper and without any liability whatsoever, Casper at any time and without notice may (i) terminate or restrict your access to the Online Platform or the Site and any Services available through the Online Platform or the Site, or (ii) disable the Online Platform, the Site, and/or Services or elements thereof.
1.3. Your access to and use of the Online Platform, the Site and/or Services is subject to all applicable laws and regulations which apply to the Online Platform, the Site and/or Services, as well as these Terms of Service.
1.4. You may not use the Online Platform, the Site and/or Services if any of the following conditions apply to you: (i) are not above the age of majority in the jurisdiction from which you are accessing this Site ("Your Jurisdiction"); or (ii) it is otherwise illegal in Your Jurisdiction for you to access, view and/or use the Online Platform, the Site and/or Services. You must not use the Online Platform, the Site and/or Services or cause or permit the Online Platform, the Site and/or Services to be used if any of these conditions apply to you, including if any material on the Online Platform and/or the Site, your use of the Online Platform, the Site and/or Services, or Equipment listed for sale on the Online Platform and/or the Site, is contrary to the laws of Your Jurisdiction. If any of these conditions apply to you, please leave the Online Platform and/or the Site immediately and cease using Services. If you do not leave the Online Platform and/or the Site or cease using Services, then you will be deemed for all purposes to have represented that none of these conditions apply to you.
1.5. The information posted on the Online Platform, the Site and/or Services is believed to be accurate when posted, but is not warranted or represented in any way to be so. Any use or reliance on such information is at your own risk. Your access and/or use of the Online Platform, the Site and/or Services is strictly on an "as is" and “as available” basis, and you must not assume that the Online Platform, the Site and/or Services will be timely, secure or error free or that it will operate without interruption or as intended, that errors will be corrected, or that the Online Platform, the Site and/or Services and associated content will meet your requirements. We reserve the right to, without liability, suspend your use of the Online Platform, the Site and/or Services generally, or to block your access to any part of the Online Platform, the Site and/or Services, if we suspect misuse.
1.6. We further reserve the right to disclose to the relevant authorities and in accordance with applicable law any information we hold concerning your identity and any evidence we have which relates directly or indirectly to misuse of the Online Platform, the Site and/or Services.
1.7. You agree to provide accurate, current, and complete information required to register or create an account or to sign up a guest account (if applicable), and whatever information relating to you is required in connection with the the Online Platform, the Site and/or Services (the "Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Casper may terminate your right to access and/or use any or all of the Online Platform, the Site, and/or Services, or your account, if any information you provide is false, inaccurate or incomplete. You agree that Casper may store and use the Registration Data you provide for use in maintaining and managing your account. You are responsible for maintaining the confidentiality and security of your Registration Data and account credentials.
1.8. You are solely responsible for ensuring that:
a) any and all users of the Online Platform, the Site and/or Services through your account credentials will access and use the Site or Services strictly in accordance with these Terms of Service, and you will remain responsible for each act and omission of any and all users of the Site or Services who access and use the Site or Services by or through your account credentials;
b) any and all users of Services by or through you will comply with all applicable laws and applicable contractual obligations and obtain all necessary consents for such use; and
c) all account credentials issued to you will be kept secure, confidential and not shared.
2. INTELLECTUAL PROPERTY
2.1. The Online Platform, the Site and/or Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. All references in the Online Platform and/or the Site to trade names, brand names, product names, trademarks, logos, service marks, designs and other intellectual property (“Intellectual Property”) are references to the owner and/or licensee(s) of such Intellectual Property, and all rights in respect of all of such Intellectual Property are reserved. Casper and its licensors retain all right, title and interest (including all copyright, trade secret, and other rights) in and to the Online Platform, the Site and/or Services and all content such as text, data, computer code, algorithms, and information (including Intellectual Property) which is included therein. You may not remove any copyright, watermark, author information or other proprietary notices contained in the content displayed on the Online Platform or the Site.
2.2. Nothing from the Online Platform and/or the Site may be used by you except as provided in these Terms of Service without the written permission of Casper, and you will not use the Intellectual Property displayed on the Online Platform and/or the Site for any unlawful or infringing purpose. Casper neither warrants nor represents that your use of materials displayed on or downloaded from the Online Platform and/or the Site will not infringe rights of third parties not owned by or affiliated with Casper.
2.3. Except for the License granted in Section 1.1, nothing in these Terms of Service shall be construed as conferring any licenses or other rights, by implication, estoppel or otherwise, under the Intellectual Property or other proprietary rights of us and our licensors, affiliates or any third party, in the Online Platform, the Site and/or Services.
2.4. Your use of any of the Intellectual Property displayed on the Online Platform and/or the Site and any other content on the Online Platform and/or the Site is strictly prohibited except only and to the limited extent expressly permitted in these Terms of Service. Casper reserves the right to aggressively enforce its intellectual property rights to the fullest extent of the law, should you breach any of these Terms of Service.
3. YOUR DATA
3.1. With respect to any data and other content that you post, upload, or communicate, or permit to be posted, uploaded, or communicated to the Site or through Services (the “Data”), you hereby grant to us, our licensees, and our affiliates a perpetual, irrevocable, worldwide license to use, process, and reproduce any Data, without compensation, without any obligation to report on such use, processing, and reproduction, and without restriction.
3.2. Without limiting the generality of the foregoing, you acknowledge that we, our licensees, and our affiliates may, at our discretion, compile, aggregate, combine with other information, conduct data analytics, develop and manipulate the Data, and create derivative materials using the Data, without compensation to you and without restriction by you. As between us and you, you acknowledge that we will own all right, title, and interest in and to compiled and aggregated Data, provided that such compiled and aggregated Data does not identify you or contain any personally identifiable information of any individuals associated with you.
4. YOUR CONDUCT
4.1. You will not use the Online Platform, the Site and/or Services to:
a) transmit any material that contains 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 associated with the Online Platform, the Site and/or Services;
b) interfere with or disrupt the integrity or performance of the servers, systems, networks or data connected to the Online Platform, the Site and/or Services or to violate any of the procedures, policies or regulations of networks connected to the Online Platform, the Site and/or Services;
c) modify, decompile, reverse engineer, create any derivative work of, disassemble or hack or tamper with the Online Platform, the Site and/or Services, disable or circumvent any security or authentication measures of the Online Platform, the Site and/or Services, or grant any other person unauthorized access to the Online Platform, the Site and/or Services (or any portion thereof) or related systems, networks or data;
d) impersonate any other person while using the Online Platform, the Site and/or Services;
e) conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Online Platform, the Site and/or Services;
f) publish, reproduce, sublicense or modify any content appearing on the Online Platform for any purpose without the prior written consent of Casper;
g) use, reproduce, distribute or display content or material in a way that is offensive, pornographic, abusive or threatening, defamatory in nature or that would be reasonably likely to bring any person or property into disrepute, infringes the intellectual property rights of a third party or which describes any illegal activity;
h) systematically retrieve data or other content from the Online Platform, the Site and/or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us, including without limitation, by any automated or non-automated "scraping";
i) use, export or re-export any content or any copy or adaptation of the Online Platform, the Site and/or Services for any unlawful purpose or in violation of these Terms of Service or any applicable laws or regulations, including data, privacy and export control laws and regulations;
j) violate the privacy of others, or to collect or gather other users' personal or confidential information or personal information from the Online Platform, the Site and/or Services;
k) resell, sublicense or export any part the software associated with the Online Platform, the Site and/or Services; or
l) permit or encourage anyone else to commit any of the actions above.
4.2. If you breach the aforementioned obligations and license restrictions, breach or violate any applicable law, or exceed the scope of any license granted in these Terms of Service, in addition to all other remedies available at law, you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to the Online Platform, the Site and/or Services.
5. UPDATES AND MAINTENANCE
5.1. You acknowledge that temporary interruptions, downtime, or lack of availability of the Online Platform, the Site and/or Services may occur from time to time as normal events. Without limiting the foregoing, Casper may, at its sole discretion and on a scheduled basis or an emergency basis, provide updates and maintenance on the software associated with the Online Platform, the Site and/or Services, without notice to you. The software associated with the Online Platform, the Site and/or Services may be unavailable while Casper provides updates and maintenance in connection therewith.
6. LIMITATION OF LIABILITY AND INDEMNITY
6.1. Your use of (or failure to use) and your browsing in the Online Platform, the Site and/or Services are undertaken at your own risk. You are responsible for the accuracy and completeness of all data and information provided in connection with the use of the Online Platform, the Site and/or Services. Neither Casper, nor any of its directors, officers, employees, or agencies, nor any other party involved in the creation, production, delivery or operation of the Online Platform, the Site and/or Services is liable to you for any damages, including any lost profits, business interruption, property damage, personal injury, loss of business data and/or information, lost savings, or other exemplary, incidental, special, punitive, consequential, or other similar damages arising out of or related to (i) these Terms of Service; (ii) your access or inability to access or your use of or inability to use the Online Platform, the Site and/or Services; (iii) your delay or failure to perform any obligation under these Terms of Service; (iv) your suspension, loss or interruption of the Online Platform, the Site and/or Services; (v) your loss or liabilities resulting from acts or events beyond our control; (vi) your reliance upon the accuracy and completeness of any data reproduced in the Online Platform, the Site and/or Services; (vii) any data non-delivery, mis-delivery, corruption, destruction or other modifications to data (including Data); (viii) inappropriate or unauthorized use of the Online Platform, the Site and/or Services by you or any other user of the Online Platform, the Site and/or Services; whether based on contract, tort, the breach of any express or implied warranty or other legal or equitable grounds, even if we have been advised of the possibility or likelihood of those damages, and regardless of any fundamental breach hereof or of any other agreement.
6.2. Without limiting the generality of Section 6.1, everything on the Online Platform, the Site and/or Services is provided to you without any guarantee, warranty or representation of any kind regarding your use and enjoyment thereof, whether expressed or implied, including but not limited to implied warranties, of accuracy, timeliness, performance, completeness, workmanlike quality, title, merchantability, fitness for a particular purpose or any purpose, non-infringement of any rights including intellectual property rights of any other party, or any other warranties which may be implied according to the laws of any jurisdiction including Your Jurisdiction, unless in Your Jurisdiction the exclusion of some or all of such expressed or implied warranties is not permitted or is restricted, in which case all such expressed or implied warranties are excluded to the fullest extent permitted by law in Your Jurisdiction.
6.3. You promise to indemnify and save and hold Casper, and its officers, directors, employees, agents and distributors, harmless from and against any and all claims, demands, liabilities, costs and expenses whatsoever, including without limitation reasonable legal fees and disbursements, resulting directly or indirectly from: your access to or use of the Online Platform, the Site and/or Services; your violation of these Terms of Service or any applicable law; and/or your violation of any third-party rights.
6.4. Casper uses commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of your Data and personal information. Without limiting the foregoing, the Online Platform, the Site and/or Services may not be completely secure from unauthorized access, and you acknowledge and agree that Casper will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Casper's control.
7. CONFIDENTIALITY AND PRIVACY ISSUES
7.1. Unless encrypted, information sent or received over the Internet is insecure and Casper cannot and does not make any representation, warranty or promise concerning the interception by third parties of your personal or other information. Casper will not be responsible for any damages you or any third party may suffer as a result of or in connection with the transmission of any information from or to Casper through the Online Platform, the Site and/or Services.
7.2. Through your accessing or usage of the Online Platform, the Site and/or Services, Casper is able to and may in fact gather certain information about you and your usage of the Online Platform, the Site and/or Services. In doing so, all of Casper’s use, collection, and disclosure of your personal information will be governed by Casper's Privacy Policy, which is available at https://casperconsignment.com/pages/privacy-policy (the "Privacy Policy") and is hereby incorporated into these Terms of Service by reference. By agreeing to these Terms of Service and making use of the Online Platform, the Site and/or Services, you acknowledge and agree that you have read the Privacy Policy and that you consent to the collection, use, and disclosure of your personal information by Casper in accordance with the terms of and for the purposes set out in the Privacy Policy.
8. LINKS TO EXTERNAL SITES
8.1. The Site and Online Platform may contain links to other sites on the Internet that are owned and operated by third parties ("External Sites"). Casper has no control over these External Sites, all of which have separate privacy policies, data collection practices and terms and conditions independent of Casper. Casper has no responsibility or liability for these independent policies or actions and is not responsible for the privacy practices, the terms and conditions or the content of such External Sites. Casper does not warrant the authenticity or reliability of External Sites and is not responsible for the contents of any such External Site. These links to External Sites are only for your convenience and therefore you access them at your own risk. The inclusion of a link to an External site on the Site does not imply that Casper sponsors, endorses, is affiliated with or associated with, or has been legally authorized to use any trademark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such External Sites.
9. CONSENT TO COMMUNICATIONS
9.1. By providing us with your contact information, you consent to receive communications from Casper electronically at the email address you provided in your Registration Data. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
10. NO THIRD PARTY RIGHTS
10.1. Unless expressly stated in these Terms of Service to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, Casper, and our successors and assigns. Nothing in these Terms of Service is intended to relieve or discharge the obligation or liability of any third persons to you and Casper and our successors and assigns, nor shall any provision give any third parties any right of subrogation or action over against you, Casper, and our successors and assigns.
11. OUR CONTRACT
11.1. Nothing contained in these Terms of Service shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between you and Casper.
11.2. Waiver by one party hereto of breach of any provision of these Terms of Service by the other shall not operate or be construed as a continuing waiver.
11.3. These Terms of Service and any claims against Casper shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada. You consent and submit to the exclusive jurisdiction of the courts located in the Province of Alberta, Canada, in respect of all disputes arising out of or relating to the use of the Online Platform, the Site and/or Services and these Terms of Service.
11.4. If any one or more of the provisions of these Terms of Service shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from these Terms of Service, in which event these Terms of Service shall be construed as if such provision had never been contained herein and the remainder of these Terms of Service shall nevertheless remain in full force and effect.