1. CONTRACTUAL RELATIONSHIP BETWEEN USER AND COMPANY
These Terms and conditions of Use ("Terms") govern the access or use by you, an individual, of content, products, applications, websites, and services (the "Services") made available by Auxe Inc., an Ontario Corporation and its subsidiaries and affiliates (collectively, "Auxe Inc."). In these Terms, the words "including" and "include" shall be read and inferred to mean "including, but not limited to."
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING ANY OF THE SERVICES.
2. THE “SERVICES”
The Services constitute a technology platform that connects i) users of Auxe Inc.'s mobile applications or websites provided as part of the Services (each, an "Application") who are seeking repair services for cellular phones, tablets, PC or laptop computers, installation of TV or smart home devices, or related digital device support services to ii) a network of third party repair technicians, including independent third party repair technicians and third party logistics providers under agreement with Auxe Inc. (“Third Party Professionals”). The Services are made available solely for your personal/noncommercial use unless otherwise agreed in writing in a separate agreement with you.
YOU ACKNOWLEDGE AND AGREE THAT Auxe Inc. DOES NOT PROVIDE CELLULAR PHONE AND/OR TABLET REPAIR AND/OR PC OR LAPTOP REPAIR OR SUPPORT SERVICES OR LOGISTICS OR TV OR SMART HOME DEVICE INSTALLATION AND/OR SUPPORT OR FUNCTION AS A CELLULAR PHONE AND/OR TABLET AND/OR PC OR LAPTOP REPAIR SERVICES COMPANY OR TV OR SMART HOME INSTALLATION AND/OR SUPPORT COMPANY. Auxe Inc.’s SERVICES ARE TO BE USED BY YOU, IF AT ALL, FOR THE PURPOSE OF REQUESTING AND SCHEDULING REPAIR OR INSTALLATION OR SUPPORT SERVICES OR LOGISTICS SERVICES WITH THIRD PARTY PROFESSIONALS FOR ELECTRONIC DEVICES, BUT YOU AGREE THAT Auxe Inc. HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY REPAIR OR INSTALLATION OR SUPPORT SERVICES OR LOGISTICS PROVIDED TO YOU BY THE THIRD PARTY PROFESSIONALS THROUGH THE USE OF THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.Auxe Inc. DOES NOT GUARANTEE THE SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROFESSIONALS. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE IF A THIRD PARTY PROFESSIONAL WILL MEET YOUR NEEDS AND EXPECTATIONS. UNDER NO CIRCUMSTANCES WILL Auxe Inc. PARTICIPATE IN DISPUTES BETWEEN YOU AND A THIRD PARTY PROFESSIONAL. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO SITUATIONS INVOLVING THIRD PARTY PROFESSIONALS THAT ARE POTENTIALLY UNSAFE, OFFENSIVE, HARMFUL TO MINORS, OR OTHERWISE OBJECTIONABLE, AND THAT YOUR USE OF THIRD PARTY PROFESSIONALS ARRANGED OR SCHEDULED USING THE SERVICES IS AT YOUR OWN RISK AND JUDGMENT. Auxe Inc. SHALL NOT HAVE ANY LIABILITY WHATSOEVER ARISING FROM OR IN ANY WAY RELATED TO YOUR TRANSACTIONS OR RELATIONSHIP WITH THIRD PARTY PROFESSIONALS.
So long as you are in (and remain in) compliance with these Terms, Auxe Inc. grants you a limited, non-exclusive, non-sublicensable, revocable at Auxe Inc.'s sole discretion, and non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Auxe Inc. and Auxe Inc.'s licensors, if any.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) exploit the Services, including but not limited to reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, or broadcast the Services except, as expressly permitted by Auxe Inc.; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services without the express written consent of Auxe Inc.; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
THIRD-PARTY SERVICES AND CONTENT
The Services and all rights therein are and shall remain Auxe Inc.'s property or the property of Auxe Inc.'s licensors (if any).Under no circumstances, unless otherwise agreed in writing by Auxe Inc., will these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Auxe Inc.'s company names, logos, product and service names, trademarks or services marks or those of Auxe Inc.'s licensor. Auxe Inc. will aggressively defend any and all of its rights to ownership.
You must register for and maintain an active personal user Services account ("Account") in order to use most aspects of the Services. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Auxe Inc. certain personal information, such as your name, mobile phone number and age, as well as at least one valid form of payment. In order to continue using the Services, you agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired credit card on file, may result in your inability to access and use the Services or Auxe Inc.'s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and, as such, you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Auxe Inc. in writing, you may only possess one Account. Auxe Inc. may terminate these Terms and its relationship with you for any violation of these Terms.If you invite a guest to participate in the Services, you acknowledge and agree that (a) you will indemnify, defend, and hold Auxe Inc. harmless from any claims, allegations, damages, or other demands against Auxe Inc. for any and all damages alleged or sustained by such guest, and (b) you acknowledge that you have obtained from such guest a copy of these Terms signed and agreed to by such guest. You agree that you will transmit to Auxe Inc. a true and correct copy of the Terms signed by the guest upon written demand.
CONDUCT AND SPECIFIC REQUIREMENTS
The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive cellular phone and/or tablet and/or PC or laptop computer repair services or TV or smart home installation or support services from Third Party Professionals unless they are accompanied by you. You agreed to indemnify, defend and hold Auxe Inc. and the Third Party Professionals harmless from any consequences resulting from your decision to permit a person under the age of 18 to participate in the Services. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Professional or any other party, in your use of the Services.
CONSENT TO RECEIVE SMS MESSAGES
You agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. If at any time you determine you no longer want to receive text (SMS) message you may opt-out of receiving such messages by emailing info@Auxe.com with your request. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.
Auxe Inc. may, in Auxe Inc.'s sole discretion, create and offer promotional codes related to a Third Party Professional’s services, subject to terms that Auxe Inc. establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by Auxe Inc.; (iii) may be disabled by Auxe Inc. at any time for any reason without liability to Auxe Inc.; (iv) may only be used pursuant to the specific terms that Auxe Inc. establishes for such Promo Code; (v) have no cash value; and (vi) may expire prior to your use. Auxe Inc. reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Auxe Inc. determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms. Auxe Inc. may do so in Auxe Inc.'s sole discretion.
NETWORK ACCESS AND DEVICES
Auxe Inc. does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. You understand and acknowledge that the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. You are responsible for any and all software and hardware requirements necessary or preferable for using the Services, including but not limited to acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto, as well as obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device.
USER PROVIDED CONTENT
Auxe Inc. may, in Auxe Inc.'s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Auxe Inc. through the Services textual, audio, and/or visual content and information, which includes any and all information you submit, upload, publish or otherwise make available to Auxe Inc. through the Services ("User Submitted Content"). While any User Submitted Content provided by you remains your property, by providing User Submitted Content to Auxe Inc. you grant Auxe Inc. a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Submitted Content in all formats and distribution channels now known or hereafter devised (including but not limited to in connection with the Services and Auxe Inc.'s business and on third- party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. By providing User Submitted content you hereby agree with all the terms and provisions of these Terms relating to User Submitted Content.By providing User Submitted Content, you are representing and guaranteeing that: (i) you are the sole and exclusive owner of all User Submitted Content or you have all rights, licenses, consents and releases necessary to grant Auxe Inc. the license to the User Submitted Content as set forth in the Terms; and (ii) neither the User Submitted Content nor your submission, uploading, publishing or otherwise making available of such User Submitted Content nor Auxe Inc.'s use of the User Submitted Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to indemnify, defend, and hold Auxe Inc. harmless from any and all claims alleged against Auxe Inc. relating to the User Submitted Content.You represent, guarantee and agree not to provide any User Submitted Content that is determined by Auxe Inc., in its sole discretion, to be defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, whether or not any State or Federal law may protect such material. Auxe Inc. may, but shall not be obligated to, review, monitor, or remove User Submitted Content, at Auxe Inc.'s sole discretion, and at any time and for any reason, without notice to you.
PAYMENT FOR SERVICES
You understand and agree that use of the Services may result in payments by you for the services you receive from a Third Party Professional ("Charges"). After you have received services obtained through your use of the Service, Auxe Inc. will facilitate payment of the applicable Charges on behalf of the Third Party Professional, solely as such Third Party Professional's limited payment collection agent, using the preferred payment method you have designated when initiating or modifying your Account, and will send you a receipt by email at the end of each session. By utilizing the Services, it is understood and agreed that payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Professional. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Auxe Inc. in its sole discretion. While you do retain the right to request lower Charges from a Third Party Professional for services received by you from such Third Party Professional at the time you receive such services from the Third Party Professional, Auxe Inc. will respond accordingly to any request from a Third Party Professional to modify the Charges for a particular service.You understand and agree that (i) all Charges are due immediately and (ii) payment will be facilitated by Auxe Inc. using the preferred payment method you have designated when initiating or modifying your Account. If your primary Account payment method is determined to not able to be charged for any reason whatsoever, you agree that Auxe Inc. may, as the Third Party Professional's limited payment collection agent, use a secondary payment method in your Account, if available.Auxe Inc. reserves the right to establish, remove and/or revise Charges for any or all aspects of the Services at any time in Auxe Inc.'s sole discretion. Auxe Inc. will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Auxe Inc. may from time to time provide certain users with promotional offers and discounts that may result in different Charges for the same or similar Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services from a Third Party Professional at any time prior to such Third Party Professional's arrival.
The guarantee provided by the third party contractor covers all services and repairs done by the aforementioned party. The services include television installations, surround sound system installations, smart device installations, smart home installations, phone repair and other miscellaneous installations. The warranty is valid for one year after the service.By utilizing the Services you understand that Auxe Inc. has no liability for any data loss, which may occur as a result of work done on your device. You also understand that you have the option to, and are responsible for backing up your device before allowing the Third Party Professional to perform repair work on your device.By utilizing the Services you understand that any repairs or technical assistance rendered by the Third Party Professional may void manufacturer guarantees for the device repaired, and that Auxe Inc. will not assume any liability or guarantee in the event that the manufacturer guarantees are voided. Auxe Inc. and the Third Party Professionals have no liability whatsoever for indirect or consequential damages resulting from a repair or repair attempt, including any lost or damaged data, software, or lost profits or revenue of the customer.Auxe Inc. will guarantee to you that from the date the repair Services are provided to you and for a period of 90 days following such date, so long as you remain the owner (“Guarantee Period”), each part and accessory provided to you as a component of the repair performed by the Third Party Professional under these Terms will be materially free of manufacturing defects. Auxe Inc.’s sole obligation, and your sole remedy, under this guarantee is limited to, at Auxe Inc.’s sole discretion, repair or replacement of the defective part or accessory provided as a component of the repair. This guarantee under these Terms is non-transferable.PLEASE NOTE that Auxe Inc.’s obligations under the guarantee contained in these Terms are conditioned on your prompt notification to both the Third Party Professional AND Auxe Inc. of any guarantee claim and complying with Auxe Inc.’s then-current guarantee procedures provided to you.
EXCEPT AS SPECIFICALLY SET FORTH ELSEWHERE IN THESE TERMS: The services are provided "as is" and "as available." Auxe Inc. disclaims all representations and guarantees, statutory, express or implied, unless they are expressly set out in these terms, including the implied guarantees of merchantability, fitness for a particular purpose and non-infringement. In addition, Auxe Inc. makes no representation, guarantee, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the services or any goods or services obtained through the use of the services, or that the services will be uninterrupted or error-free. By using the services you agree that the entire risk arising out of your use of the services, and any third party good or services obtained in connection therewith, is beared solely by you, to the maximum extent permitted by law. Nothing contained in this disclaimer will alter your rights as a consumer to the extent not permitted under applicable law in the jurisdiction where the services are actually performed for you.
LIMITATION OF LIABILITY
EXCEPT AS SPECIFICALLY SET FORTH ELSEWHERE IN THESE TERMS: A. Under no circumstances, even if Auxe Inc. has been advised of the possibility of the following damages, and unless expressly forbidden by applicable law related to the services, will Auxe Inc. be liable to you for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to lost profits, lost data, personal injury, or property damage. Auxe Inc. shall not be liable for any damages, liability or losses incurred by you arising out of: (i) your use of or reliance on the services or your inability to access or use the services; or (ii) any transaction or relationship between you and any third party professional, even if Auxe Inc. has been advised of the possibility of such damages. Auxe Inc. shall not be liable for delay or failure in performance resulting from causes beyond Auxe Inc.'s reasonable control. Notwithstanding anything in these terms to the contrary, in no event shall Auxe Inc. total liability to you in connection with the services for all damages, losses and causes of action exceeding the cost of the services. By using the services you agree that the entire risk arising out of your use of the services, and any third party good or services obtained in connection therewith, is beared solely by you, to the maximum extent permitted by law. These limitations do not purport to limit liability that cannot be excluded under the law in the jurisdiction where the services to you are actually rendered.
You agree to indemnify and hold Auxe Inc. and its members, shareholders, owners, officers, directors, employees and agents, harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Auxe Inc.'s use of your User Submitted Content; or (iv) your violation of the rights of any third party, including Third Party Professionals.
You agree that any dispute, claim or controversy arising out of or relating to these Terms, including but not limited to a dispute, claim or controversy relating to the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and Auxe Inc.. Notwithstanding the preceding, each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights, including but not necessarily limited to a party's copyrights, trademarks, trade secrets, or patents. By using the Services you acknowledge and agree that you and Auxe Inc. are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or other representative proceeding. Further, unless agreed to in writing by all parties to be bound, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held to be unenforceable, then the entirety of this Section 9 will be deemed void and unenforceable. Except as provided in the preceding sentence, this Section 9 will survive any termination of these Terms.
ARBITRATION RULES AND GOVERNING LAW
The arbitration specified under these Terms will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes promulgated by the AAA (the "AAA Rules") then in effect, except as modified by this Section 9. (The AAA Rules are available at the AAA’s website https://www.adr.org). The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state where the Services are rendered, and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. The AAA will appoint the arbitrator in accordance with the AAA Rules in the event the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration.
ARBITRATION LOCATION AND PROCEDURE
Unless you and Auxe Inc. otherwise mutually agree in writing, (a) These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, excluding its conflicts of law rules, and (b) the exclusive jurisdiction of the arbitration will be in the Province of Ontario. If your claim does not exceed $12,500, then the arbitration will be conducted solely on the basis of documents you and Auxe Inc. submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $12,500, your right to a hearing will be solely determined by the AAA Rules. The arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration, and so long as consistent with the AAA rules.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's damages award shall be consistent with the terms of the "Limitation of Liability" section above. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief guaranteed by the claimant's individual claim. The prevailing party in arbitration will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law
The responsibility for payment of any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
CHANGES TO DISPUTE RESOLUTION SECTION
Notwithstanding any other provisions of these Terms regarding the modification of these Terms, if Auxe Inc. changes this Dispute Resolution terms of this Section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Auxe Inc. written notice of such rejection by mail or hand delivery to: Auxe Inc., ATTN: Disputes Resolution Department, Suite 301 | 47 Colborne St, Toronto, ON | M5E 1P8 or by email from the email address associated with your Account to: email@example.com, within 30 days of the date such change became effective. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Auxe Inc. in accordance with the provisions of this Section 9 as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
CHOICE OF LAW
These Terms are governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to any conflict of law principles.
CLAIMS OF COPYRIGHT INFRINGEMENT
Claims of copyright infringement should be sent to: Auxe Inc., Attn: Legal Department, Suite 301 | 47 Colborne St, Toronto, ON | M5E 1P8 or by email to firstname.lastname@example.org.
The Company may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Auxe Inc., with such notice deemed given when received by Auxe Inc., at any time by first class mail or pre-paid post to: Auxe Inc., Suite 301 | 47 Colborne St, Toronto, ON | M5E 1P8
You may not assign these Terms without Auxe Inc.'s prior express written approval. Auxe Inc. may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Auxe Inc.'s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be deemed null and void. No joint venture, partnership, employment, or agency relationship exists between you, Auxe Inc. or any Third Party Professional as a result of the agreements contained in these Terms or your use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permissible under law. Auxe Inc.’s failure to enforce any right or provision in these Terms shall not constitute or be construed as a waiver of such right or provision unless acknowledged and agreed to by Auxe Inc. in writing.
When completing internal cord-concealment in customers location (for all semi-attached and apartment buildings), an Auxe technician (non-electrician) will only handle the low-voltage cables. In addition, for these low-voltage cables to be concealed internally, they must meet the fire resistance regulations of the 2019 Canadian Electric Code. If the customers low-voltage cables do not meet these regulations, Auxe will provide their own low-voltage cables which do meet regulations. If a customer in these locations would like to have electrical work completed (handling of high-voltage cables) and Auxe licensed electrician must be present to provide this service. Auxe customers should be aware of the hazards associated with non-regulation cables being used, as well as, the handling of high-voltage cables.
Additional Potential Fees:
If a technician arrives at the location and the phone is either non-fixable, or the TV un-mountable, or a service cannot be completed due to the customer not providing all the information needed, they are charged a fee of $70, before tax. That is to cover technician travel costs and a cost for the site visit.Auxe Inc.