Last Modified: May 18, 2020

Nightingales Systems Inc. operating as Condonuity (“Condonuity”, "we", "us" or "our") is a corporation formed pursuant to the Business Corporations Act, RSO 1990, c B.16 in Ontario, Canada. In consideration for permitting your access to our website and online platform and other good and valuable consideration, you agree as follows:

These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of our website, our online platform hosted at http://condonuity.ca, and if made available our iOS and Android mobile applications. Collectively our website, applications and web platform are referred to in these Terms as the “Condonuity Platform”.

THESE TERMS HAVE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. You must review these Terms carefully before using the Condonuity Platform. You, the user ("you" or "your"), represent and warrant that (i) you are at least 18 years old; and (ii) you have read and understand these Terms and agree to be bound by them.

IF YOU ARE USING THE CONDONUITY PLATFORM ON BEHALF OF, OR IN THE EMPLOY OF, AN ORGANIZATION (CORPORATION, TRUST, PARTNERSHIP, ETC.), YOU ARE AGREEING TO THESE TERMS FOR THAT ORGANIZATION AND REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Nightingales Systems Inc.

AMENDMENTS

As the Condonuity Platform continues to evolve, we may, at any time, revise these Terms and our policies by updating this page or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you use the Condonuity Platform, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Condonuity Platform after such amendments have been posted. If you do not agree with the amendments, you shall immediately stop accessing the Condonuity Platform and terminate your account, subject to the terms provided for herein. We may also undertake to send you an email or display notice of any changes to the Terms or policies in your account.

PRIVACY

We use personal information you provide us in accordance with our privacy policy, which is incorporated by reference and available online at http://condonuity.ca/privacy. By using the Condonuity Platform, you consent to such processing and you represent to us that all information provided by you is accurate.

If you use the Condonuity Platform to carry on your own business, you agree that it is your responsibility to ensure you comply with applicable privacy laws on the collection, storage and use of personal information you collect on or as a result of your use of the Condonuity Platform.

Use of Aggregate Data

We shall own, and shall be entitled to use, sell and license, and shall have a perpetual right to use, sell and license, any data gathered or formulated on an aggregate basis, which does not include any personal information or information specific to you or other users.

About Our Online Service

The Condonuity Platform allows condo corporations and their management teams, representatives and end-users (“Condo(s)”) to connect with various service providers of different expertise, including but not limited to, maintenance, repair, consulting, engineering, building science, cleaning, building management, software and security service providers and their representatives (“Contractor(s)”) for the purpose of accepting bids on and managing various condo projects. The Condonuity Platform does not facilitate the contracting or payment processes between Condos and Contractors. Accordingly, Condos are encouraged to have their own contracts to enter with Contractors, which may be uploaded to the Condonuity Platform for reference and management purposes.

As the Condonuity Platform merely connect various users and businesses, your relationship with us is that of an independent contracting party. You are not as an employee of ours and regardless of whether you are acting individually or if you are operating your own business in using the Condonuity Platform, you are not an agent, joint venturer or partner of ours and you hereby waive the application of the Partnerships Act, RSO 1990, c P.5 in Ontario, Canada (where we are based) and any successor or similar legislation in any other jurisdiction. You agree that to the fullest extent permitted by law, no partnership relationship shall exist or be deemed to exist between you and us.

Establishing an Account

To use the Condonuity Platform you will be required to register either a Condo or Contractor account and provide certain personal information as referenced in our privacy policy. Condo account access and creation is subject to the terms of a platform agreement (“Platform Agreement”), which each Condo organization is required to enter in order to grant its employees, contractors, representatives and agents user account access.

Regardless of whether you pay for your account directly, indirectly via a Contractor entity, condo corporation or management business, or whether you operate a free account, you agree that access to your account constitutes good and valuable consideration in exchange for agreeing to these Terms our privacy policy and all other documents and policies incorporated by reference.

Upon establishing an account, we grant you a non-transferable, non-exclusive license to access the Condonuity Platform in accordance with these Terms. However, we reserve the right to revoke that license and your access to the Condonuity Platform without justification or cause, at any time. We make no representations or warranties as to the ongoing availability of the Condonuity Platform, or your access to it.

If you are using the Condonuity Platform as a Contractor, you represent and warrant to us and all other users that your business is (i) duly registered and is lawfully permitted to operate in Canada; and (ii) is capable and lawfully permitted to provide the services it offers on the Condonuity Platform.

Account Not Transferrable

Access to your account is not transferrable and is only intended for you, the individual who established the account, even if your account is paid for or made accessible to you by an organization (such as your employer or other third party) or registered in the name of an organization with which you are affiliated (for example as an owner, director etc.). As a result, you are not permitted to change the name associated with your account.

Account Security

Upon setting up an account, you will be required to create a username and password. You are responsible for safeguarding the password you use to access the Condonuity Platform and you agree not to disclose your password to any third-party.

You agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to your email account registered on the Condonuity Platform (i) you are responsible for ensuring that your email address provided to us is accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.

You agree you are responsible for any activity on your account and all correspondence provided to us from any email address or phone number used to register your account, whether or not you authorized that activity or correspondence. You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you; the person and/or entity whose name and personal information is registered and associated with the account.

You must immediately notify us of any unauthorized use of your account.

You must inform us of any changes to your contact details and other information provided to us, including, but not limited to, your email address, address and telephone number.

While we and our third party software and technology providers take certain security measures in relation to the Condonuity Platform, you acknowledge that the technical processing and transmission of the Condonuity Platform and related data and information, including your account data and information, is at risk of being hacked or stolen by third parties and will involve transmissions over various networks and devices, including networks and devices not owned or controlled by us. We rely on a number of third parties to make the Condonuity Platform available, including data and web hosting providers. You accept all such risks in using the Condonuity Platform and you agree and acknowledge that in using online platforms, there is always a risk of unauthorized access to and use of your information, including your business and personal information.

Acceptable Use of the Condonuity Platform

In using the Condonuity Platform, you agree, and you represent and warrant to us and all other users of the Platform, that you:

• 1. Will not use the Condonuity Platform in a way that has any unlawful or fraudulent purpose or effect;
• 2. Will not perform services for (or in conjunction with) others you meet on the Condonuity Platform which have any unlawful or fraudulent purpose of effect;
• 3. Will comply with all applicable laws, rules and regulations;
• 4. Will not use or disclose personally identifiable information belonging to others except (i) with their consent; and (ii) in accordance with applicable privacy laws, rules and regulations;
• 5. Will not upload, copy, distribute, share or otherwise use or generate data or content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, sexual in nature, threatening, racially or ethnically offensive or abusive, that would violate a third party’s rights or constitute or encourage a criminal offense;
• 6. Will not upload, transmit, disseminate, post, share, store, use any content, data or information, perform any services or do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent or trade secret rights, whether of ours or any third party;
• 7. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;
• 8. Will not impersonate any person or entity;
• 9. Will not use any software bot or data scraping techniques that accesses the Condonuity Platform to scrape or pull data for any purpose, whether such data was displayed publicly or not.
• 10. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Condonuity Platform and its underlying software code; and
• 11. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Condonuity Platform.

We may, but have no obligation to, remove users, suspend or block user accounts from the Condonuity Platform that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.

Fees

For Condo organizations to access the Condonuity Platform and create end-user accounts for their staff, managers and agents, they will be required to enter a Platform Agreement. Each Platform Agreement sets out the fees we charge for accessing and using the Condonuity Platform.

As a Contractor, we currently do not charge any fees to create an account and access the Condonuity Platform. However, you agree that we reserve the right to charge fees and any applicable taxes in the future. Accordingly, on 30 days’ notice to you via email, we may restrict access to your account until such time as you agree to pay the corresponding fees to access your account.

Taxes

You agree and acknowledge that if you are operating a business, offering products or providing services via the Condonuity Platform, you are required to collect and remit sales, income and other taxes to applicable government authorities in connection with the provisions of your goods and services. You agree that we are not responsible for, and shall not be liable in connection with, your failure to collect and remit any and all such taxes. To the extent you earn any income as a result of using the Condonuity Platform, you agree that it shall be your sole responsibility for declaring and paying all taxes associated therewith, including but not limited to sales and income tax, in all applicable jurisdictions. You agree that upon request and subject to applicable laws, we may share (and may be required to share) records related to your income and sales with taxing authorities.

You agree to indemnify us against any claims from a government or taxing authority arising from or related to your failure to pay applicable sales, income and any other taxes.

ACCEPTANCE OF RISK AND DISCLAIMERS

The Condonuity Platform merely connects you with other users and allows access to public message boards. You accept all risks associated with using the Condonuity Platform, including those arising from interacting and contracting with other users.

Our Condonuity Platform is provided "as is" without warranty of any kind, including but not limited to, all implied warranties and conditions of merchantability and fitness for a particular purpose. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.

Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users on the Condonuity Platform, our independent contractors, payment processors or third-party service providers.

You agree that, while we strive to have the Condonuity Platform error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime or ongoing availability of the Condonuity Platform. We may also perform scheduled maintenance which will result in the Condonuity Platform being unavailable for certain periods of time.

While users are required to comply with these Terms, including the acceptable use terms listed above, we make no representations and grant no warranties that other users, who operate independently on the Condonuity Platform, have in fact or will in fact, comply with all such terms.

We make no representations and grant no warranties as to the content uploaded, products or services provided by or offered by other users on Condonuity Platform. When you engage with another user of the platform to provide you with products or services, you are engaging with an independent service provider. We have not conducted any background checks or verified the identity of other users or Contractors. Simply by virtue of another user or Contractor being listed on our platform does not constitute our endorsement of that user or Contractor, or that they are trustworthy, or that the products or services they offer are to any particular standard or quality.

While other users of the Condonuity Platform provide information to us about themselves, their services and their business or organization, we do not independently verify that information or take measures to confirm the identity of other users in all cases and as such, do not make any representation or warranty that any of the information provided about another user is true or accurate. You are encouraged to undertake your own due diligence on businesses you interact with and conduct business with as a result of the Condonuity Platform.

The Condonuity Platform may permit you and other users the ability to review the services of Contractors. To the extent you contribute to such reviews, you agree to provide truthful reviews based on actual experiences in interacting and doing business with such Contractors.

If you are a Contractor, you agree and acknowledge that other users may review your services, and you accept all risks associated therewith, including the prospect of receiving negative or unfavorable reviews.

If we reasonably believe you or another user has violated these Terms or provided inauthentic or misleading reviews, you agree that we may remove or block them from the Condonuity Platform, in our sole and absolute discretion.

You acknowledge and agree that we have no control over and do not guarantee the existence, quality, safety, suitability, or legality of any services made available by another user, Contractor or business on the Condonuity Platform, the truth or accuracy of any user content or any ratings or reviews posted by other users, or the performance or conduct of any other user, Contractor or business.

You agree that we shall not be obligated to and accept no liability or responsibility for resolving or managing disputes which may arise between you and any other user or business you engage with as a result of using the Condonuity Platform. If you have a dispute with another user, it is your responsibility to take your own legal action against such user.

You agree and acknowledge that there are potential risks, including but not limited to the risk of physical and emotional harm or distress, personal injury, theft of personal property and even death when you connect or interact with someone you meet through the Condonuity Platform, including but not limited to, people you meet or interact with to perform services for you. You and your organization assume all risks associated with dealing with other persons whom you meet, or, come in contact with as a result of using the Condonuity Platform, whether in person or online.

If you are a Contractor, you agree and acknowledge that we do not guarantee payments from other users and you are responsible for contracting with and collecting payment from all other users of the platform you provide services to.

Limitation of Our Liability

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH THE CONDONUITY PLATFORM, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE CONDONUITY PLATFORM.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF THE CONDONUITY PLATFORM, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE GREATER OF (I) $50.00 OR (II) THE AMOUNTS OWING TO YOU IN CONNECTION WITH A PLATFORM AGREEMENT (IF APPLICABLE), TO THE EXTENT YOUR PLATFORM AGREEMENT PERMITS YOU TO TERMINATE YOUR ACCOUNT ACCESS AND BE REPAID FOR ANY UNUSED PORTION OF AN ANNUAL OR MONTHLY FEE.

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE CONDONUITY PLATFORM WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

Indemnification

You agree to indemnify us, our employees, shareholders, directors and officers, and to defend and hold each of them harmless, from any and all claims and liabilities (including reasonable legal fees) which may arise from (i) your violation of these Terms or any policy incorporated by reference; (ii) your violation of any third-party right; (iii) any breach of a representation or warranty made by you to us, either in these Terms, privacy policy or otherwise; (iv) any claim for damages suffered by another user of our service which you caused or contributed to; and (v) any claim or penalties imposed on us arising from or related to your failure to collect or pay any applicable taxes on amounts you earn from using the Condonuity Platform.

Proprietary Rights

The Condonuity Platform contains open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. You are not permitted to copy, use or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on the Condonuity Platform without the express consent of the owner.

All rights, title and interest in and to the Condonuity Platform are and will remain the exclusive property of Nightingales Systems Inc. and our licensors.

The Condonuity Platform and all content thereon are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. You agree not to reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Condonuity Platform or any content thereon, without our express written consent.

You are not permitted to use any trademark or trade name of Nightingales Systems Inc., including our logo, without our express permission.

Your Content

The Condonuity Platform permits you and other users the ability to upload and post content ("User Content"). To the extent you created it and are the owner thereof, we claim no ownership interest in your User Content. However, you agree that we may, in our sole and absolute discretion, remove your content, with or without reason or justification.

In connection with your User Content, you represent and warrant that you own or have the necessary licenses, rights, consents and/or permissions to use and authorize us to use your User Content in the manner contemplated by the Condonuity Platform. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Condonuity Platform in order to facilitate the ordinary use of the Condonuity Platform.

We do not consider proposals or ideas, including without limitation ideas for new products, features, technologies, promotions, product names, feedback and suggested improvements you provide us (“Feedback”) to be confidential information. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.

Where you access your account as a result of an employer or other third party who pays for your account access, you shall have no reasonable expectation as to the privacy of your account as between you and said employer or third party and the electronic messages and information within your account. Accordingly, you should not use your account for any personal communications.

Copyright Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Condonuity Platform, please notify us at info@condonuity.ca. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.

Linked Sites

Whether or not we are affiliated with websites or third-party vendors that may be linked to the Condonuity Platform, you agree that we are not responsible for their content. Internet links found on the Condonuity Platform, whether posted by us, another user or other third party, are not an endorsement and we do not represent or warrant the accuracy or truth of the contents, or endorse the products, services or information found on said websites. You access those links and corresponding websites at your own risk.

Law of the Contract (Governing Law) and Jurisdiction

These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, and any Canadian federal laws applicable therein, as such laws are applied to agreements entered into and to be performed entirely within such province.

Aside from any claims or disputes for the failure to pay our fees or other outstanding amounts owing to us which fall entirely within the jurisdiction of the Small Claims Court in Ontario, Canada:

• 1. If any dispute, controversy or claim arising out of or in any way connected to these Terms, between you and us, occurs, whether relating to the application, interpretation, enforcement, performance, breach, implementation or validity of these Terms or otherwise (including any schedules or documents incorporated by reference), you agree to resolve the dispute by arbitration at ADR Chambers using the ADR Chambers Expedited Arbitration Rules (https://adrchambers.com/expedited-arbitration/rules/). You agree that the ADR Chambers Expedited Arbitration Rules give you a fair opportunity to present your case and respond to the case of the other side. The arbitration shall be held in Toronto, Ontario (or at the discretion of the arbitrator, electronically or in writing) and shall proceed in accordance with the provisions of the Arbitration Act (Ontario). Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. There will be no appeal from the decision of the arbitrator on questions of fact, law, or mixed fact and law; and
• 2. If, for any reason, the above arbitration provision is not applicable, or not enforceable, for any reasons, you agree to resolve any and all disputes arising from or in any way related to these Terms in a court of competent jurisdiction in Ontario, Canada, including any applicable Canadian Federal Courts therein.

Severability

If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions.

Waiver of Class Proceedings and Trial By Jury

To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on the Condonuity Platform are hereby incorporated by reference, including but not limited to our Privacy Policy.

Termination

Subject to the terms of an applicable Platform Agreement, you can stop using the Condonuity Platform at any time. Please contact us to learn more about terminating your account. Notwithstanding your decision to delete your account or nor longer use the Condonuity Platform, you agree to pay all fees and taxes as set out in these Terms and any applicable Platform Agreement. We also reserve the right to suspend your account or access to the Condonuity Platform at any time, with or without reason or cause, and with or without notice.

The cancellation, suspension or termination of access to the Condonuity Platform shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of the Condonuity Platform by a third party, the transfer of control of Nightingales Systems Inc. or otherwise.

Right to Seek Injunction

Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

New Features

Any new features that augment or enhance the current the Condonuity Platform, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms.