2019-2020 © All Rights Reserved. Deligate.it Inc.
TERMS OF USE
"Requesters"
Last Updated: December 20, 2019

Thanks for using Deligate! These terms of service govern your access to and use of Deligates' websites and services, so please read everything carefully. This page explains the terms by which you may use our website, deligate.it and any of our other mobile or web services or applications that we make generally available to our customers (collectively with the Deligate Site, "Deligate"), and that you have read, understood, and agree to be bound by these Terms of Service and the associated Privacy Policy (collectively the "Terms" or the "Agreement").
Terms

These Terms of Service are a contract between you ("Requester") and 11333780 Canada, Inc., a Canadian corporation. 11333780 Canada, Inc. operates deligate.it ("Deligate Site"). By accessing this web site, you are agreeing to be bound by these Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using are accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
Use License

Deligate hereby grants you a non-exclusive, non-transferable, worldwide right to access and use Deligate, solely with supported browsers through the Internet for your own internal purposes, subject to the Terms of Service. You may not permit Deligate to be used by or for the benefit of unauthorized third parties. Nothing in the Terms of Service shall be construed to grant you any right to transfer or assign rights to access or use Deligate. All rights not expressly granted to you are reserved by Deligate and its licensors. You shall not (i) modify or make derivative works based upon Deligate; (ii) reverse engineer or access Deligate in order to (a) build a competitive product or service, (b) build a product using similar features, functions, or graphics of Deligate or copy any features, functions, or graphics of Deligate. You further acknowledge and agree that, as between the parties, Deligate owns all right, title, and interest in and to Deligate, including all intellectual property rights therein.
Disclaimer

The materials on Deligates' web site are provided "as is". Deligate makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Deligate does not warrant or make any representations concerning the accuracy, likely results, or reliability of the user of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
Limitations

In no event shall Deligate or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Deligates' Internet site, even if Deligate or a Deligate authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
Revisions and Errata

The materials that appear on Deligates' website could include technical, typographical, or photographic errors. Deligate does not warrant that any of the materials on its website are accurate, complete, or current. Deligate may make changes to the materials contained on its website at any time without notice. Deligatedoes not, however, make any commitment to update the materials.
Indemnity

You agree to defend, hold harmless and indemnify Deligate from and against any and all losses, costs, expenses, damages or other liabilities incurred by Deligate arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Deligate: (a) in connection with your use of Deligate including any payment obligations incurred through use of Deligate; or (b) resulting from: (i) your use of Deligate (ii) your decision to supply profile or payment information via Deligate; (iii) any breach of contract or other claims made by Deligate Performers with which you conducted business through Deligate; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member with which you conducted business through Deligate; (viii) any act or omission of yours with respect to the payment of fees to any Deligate Performer ; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to Deligate. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
Terms of Use Modifications

Deligate may revise these Terms and Conditions of Use at any time without notice; provided that, if we make any material changes to these Terms and Conditions of Use, we will use commercially reasonable efforts to notify you. By continuing to use Deligate, you are agreeing to be bound by the then current version of these Terms and Conditions of Use.
Governing Law

Any claim relating to Deligates' web site shall be governed by the laws of he laws of Ontario and the laws of Canada without regard to its conflict of law provisions.
API Terms

Any use of the API (Application Program Interface), including use of the API through a third-party product that accesses Deligate, is bound by these Terms of Service plus the following specific terms:

  • You expressly understand and agree that Deligate 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 (even if Deligate has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
  • Abuse or excessively frequent requests to Deligate via the API may result in the temporary or permanent suspension of your account's access to the API. Deligate, in its sole discretion, will determine abuse or excessive usage of the API. Deligate will make a reasonable attempt via email to warn the account owner prior to suspension.
  • Deligate reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
Fraudulent Activity

Use of Deligate, including but not limited to any applications that use Deligate or APIs, prohibits using Deligate for fraudulent account creation or other malicious purposes, including but not limited to creating and distributing spam emails, spam tweets, or other "spammy" electronic communication. Deligate reserves the right to filter and or block such activity, and if necessary, to remove any account that has engaged in these and similarly malicious activities. Individuals wishing to work within Deligate are authorized to create one account on Deligate.
Work Product and Customer Materials

Work produced by Deligate on behalf of clients is carried out as work-for-hire on behalf of these clients and ownership over the work product remains with the client. Unless requested otherwise, you, as a customer, grant Deligate an unlimited license to use the work product for internal worker training and education, internal product evaluation, testing and any other purposes. You may provide to Deligate pursuant to this Agreement certain proprietary materials and information (as you determine in your discretion) for use in connection with the development of the work product (collectively, "Customer Materials"). Subject to the terms hereof, you hereby grants to Deligate: (a) a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), nonexclusive license during the term to use the Customer Materials in order to provide Deligate and provide the work product; and (b) a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), perpetual, irrevocable, nonexclusive license to use the Customer Materials in order to operate, analyze, and improve Deligate, including the creation of anonymized and/or aggregated data derived from such Customer Materials. If Deligate shares or publicly discloses information (e.g., in marketing materials or in application development) that is derived from Customer Materials, such data will be aggregated or anonymized to reasonably avoid identification of you. By way of example and without limitation, Deligate may: (a) track the number of users and uses of Deligate on an anonymized aggregate basis as part of Deligates' marketing efforts to publicize the total usage of Deligate; (b) analyze usage patterns for product development efforts; and use anonymized and/or aggregated data derived from Customer Materials to develop further analytic frameworks and application tools. you further agree that Deligate will have the right, both during and after the term, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized and/or aggregated data. Customer expressly retains all right, title and interest in and to the Customer Materials, including all intellectual property rights therein.

Publicity

By using Deligate or any portion thereof, including but not limited to our API, you hereby grant us a fully paid-up, royalty-free, nonexclusive, worldwide right and license to use your trademarks, logos, and trade names for the sole purpose of referring to you as a customer and/or user of Deligate on the Deligate Site and our other marketing and promotional materials, or as otherwise mutually agreed between you and Deligate.