Terms of Service as at November 23rd, 2014

1. Definitions

   1. Parties

       
      "You" and "your" refer to you, as a user of the Platform. A "user" is someone or a business who accesses and browses, or in any way uses the Platform. "We", "us", and "our" refer to iOPW inc..
       

   2. Content

       
      "Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you own, submit or transmit to, through, or in connection with any part of the iOPW inc. Platform, such as, reviews, comments, invitations, video, pictures, messages, knowledge, and information that you publicly display or displayed in your account profile or on any site connected by the Platform. "User Content" means Content that users submit or transmit to, through, or in connection with the Platform. "RWARDZ Content" means Content that we create and make available in connection with any Site on the Platform. "Third Party Content" means Content that originates from parties other than iOPW inc. or its users, which is made available in connection with the Platform. "Site Content" means all of the Content that is made available in connection with the Platform, including Your Content, User Content, Third Party Content, and RWARDZ Content.

2. Changes to the Terms of Service

    
   We may modify the Terms from time to time. The most current version of these Terms will be located on the main RWARDZ Site. You understand and agree that your access to or use of the Platform is governed by the Terms effective at the time of your access to or use of the Platform. If we make material changes to these Terms, we will notify you by email or by posting a notice on the RWARDZ Site prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Platform after the effective date of modifications to the Terms indicates your acceptance of the modifications.
    

3. Translation

    
   We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with IOPW inc., and any inconsistencies among the different versions will be resolved in favor of the English version.
    

4. Using the Platform

   1. Eligibility

       
      To access or use the Platform, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Platform if you are a competitor of ours or if we have previously banned you from the Platform or closed your account.
       

   2. Permission to Use the Platform

       
      We grant you permission to use the Platform subject to the restrictions in these Terms. Your use of the Platform is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. We can restrict any person or organization from accessing the platform at any time.
       

   3. Platform Availability

       
      The Platform may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
       

   4. User Accounts

       
      You must create an account and provide certain information about yourself, or your business in order to use some of the features that are offered through the Platform. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.
       
      Your account is for your personal and business use only. In creating it, we ask that you provide complete and accurate information about yourself and your company to bolster your credibility as a contributor to your industry and the Platform. As a business, you will be required to set up a Rewards System (“Rewards Matrix”) that allows you to Incent and Reward Platform Users. It is your responsibility to deliver on all earned Rewards and Incentives.
       
      You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your reviews, use the same account information on other sites, or allow other sites to share information about you with iOPW inc.. Please read our Privacy Policy for more information.
       

   5. Communications from iOPW inc. and other Users

       
      By creating an account, you agree to receive certain communications in connection with the Platform. For example, you might receive requests from other Users. You will also receive e-mail newsletters. You can opt-out of non-essential communications at any time.
       

   6. Rewards and Incentives

       
      1. Private Points and Private Rewards
      If you are a Business or an Individual offering Private Rewards and Private Points through the Platform, it is your responsibility to deliver on all earned Private Rewards you offered to Platform Users whom you engaged and who have earned your Private Points. All costs and liability associated to Private Points and Private Rewards are the responsibility of the Users who offered
       
      the Private Points and Private Rewards. iOPW inc. does not control, limit, recommend or impact in any way Private Points and Private Rewards offered. As a User, you agree iOPW inc. has no liability or responsibility to the Private Points and Private Rewards offered by another Platform User and the accountability and financial responsibility is limited to the business or individual offering the Private Points and Private Rewards.
       
      2. Z Points
      If you are a business or an individual purchasing Z Points as a method of Rewarding Users, your only responsibility and liability is the cost associated to the Z Points you purchased. At anytime, Z Points may be purchased and awarded.
       
      As a User who has earned Z Points, iOPW inc. acknowledges you and assumes the responsibility and liability associated to the redemption of the Z Points earned by you.
       

5. Content

   1. Responsibility for Your Content

       
      You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by iOPW inc..
       
      You may expose yourself to liability if, for example, Your Content contains material that is duplicate, false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
       

   2. Our Right to Use Your Content

       
      RWARDZ may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sub licensable, transferable rights to use Your Content for any purpose.
       
      You also irrevocably grant Users of the Platform the right to access Your Content in connection with their use of the Platform and grant the Users of the Platform the same world-wide, perpetual, non-exclusive, royalty-free, assignable, sub licensable, transferable rights to use Your Content for any purpose if the User awards you Points for Your Content.
       
      Finally, you irrevocably waive, and cause to be waived, against iOPW inc. and its Users any claims and assertions of moral rights or attribution with respect to the use of Your Content. By "use" we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
       

   3. Ownership

       
      As between Users and iOPW inc., you own Your Content, we own the RWARDZ Content. RWARDZ Content includes but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Platform Content, computer code, products, software, aggregate user information, and all other elements and components of the Platform excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the RWARDZ Content and the Platform, which are protected by copyright, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the RWARDZ Content or Platform in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Platform and the RWARDZ Content are retained by us.
       

   4. Advertising

       
      iOPW inc. and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
       

   5. Starter Content

       
      We make some of the Platform Content ("Starter Content") available directly to you and your business that can be displayed on your personal computer, business and personal website, and blog ("Your Site"),
       

   6. Other

       
      User Content (including any that may have been created by users employed or contracted by iOPW inc.) does not necessarily reflect the opinion of iOPW inc.. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
       

6. Restrictions

    
   We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

   1. You agree not to, and will not assist, encourage, or enable others to use the Platform to:

      1. Violate the Terms.
      2. Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
      3. Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
      4. Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Platforms search results or any third party website;
      5. Solicit personal information from
      6. Violate any applicable law.

   2. You also agree not to, and will not assist, encourage, or enable others to:

      1. Violate the Terms;
      2. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Platform or User Content (other than Your Content), except as expressly authorized by iOPW inc.;
      3. Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Platform or any Platform Content;
      4. Reverse engineer any portion of the Platform;
      5. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Platform or on any materials printed or copied from the Platform;
      6. Record, process, or mine information about other users;
      7. Access, retrieve or index any portion of the Platform for purposes of constructing or populating a searchable database of business contacts;
      8. Reformat or frame any portion of the Platform;
      9. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on IOPW inc. technology infrastructure or otherwise make excessive traffic demands of the Platform;
      10. Attempt to gain unauthorized access to the Platform, user accounts, computer systems or networks connected to the Platform through hacking, password mining or any other means;
      11. Use the Platform or any Platform Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses");
      12. Use any device, software or routine that interferes with the proper working of the Platform, or otherwise attempt to interfere with the proper working of the Platform;
      13. Use the Platform to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Platform or Platform Content; or
      14. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of Platform Content or features that enforce limitations on the use of the Platform.
      The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing 30 days' prior written notice to us, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

7. Guidelines and Policies

   1. Content Guidelines

       
      You represent that you have read and understood our Terms.
       

   2. Privacy

       
      You represent that you have read and understood our Privacy Policy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms and Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; or (iv) protect our rights, reputation, and property, or that of our users, affiliates, or the public. If you use the Platform outside of Canada, you consent to having your personal data transferred to and processed in Canada.
       

   3. Copyright And Trademark Disputes

       
      Please contact us for information about copyright and trademark disputes.
       

8. Suggestions and Improvements

    
   By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against iOPW inc. and its users any claims and assertions of any moral rights contained in such Feedback.
    

9. Third Parties

    
   The Platform may include links to other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
    
   Some of the services made available through the Site may be subject to additional third party or open source licensing terms and disclosures.
    

10. Indemnity

     
    You agree to indemnify, defend, and hold iOPW inc., its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the "iOPW inc. Entities") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Platform, (ii) your violation of the Terms, (iii) any rewards, products or services purchased or obtained by you in connection with the Platform, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. iOPW inc. reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of iOPW inc. iOPW inc. will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
     

11. Disclaimers and Limitations of Liability

     
    PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF iOPW inc. ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
    1. THE PLATFORM IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE iOPW INC. ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE AND PUBLISHING OF CONTENT IS AT YOUR OWN DISCRETION AND RISK. THE iOPW INC. ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE PLATFORM, USER CONTENT, ITS SAFETY OR SECURITY. ACCORDINGLY, THE iOPW INC ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE PLATFORMS INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY AND ACCURACY OF ALL USER CONTENT MADE AVAILABLE AND PUBLISHED THROUGH THE PLATFORM.
    2. THE iOPW INC. ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE PLATFORM OR THE PLATFORM’S USERS. ACCORDINGLY, THE iOPW INC ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE PLATFORM. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK.
    3. THE iOPW INC. ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE PLATFORM, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE iOPW INC. ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.
    4. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE PLATFORM, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE PLATFORM.
    5. THE iOPW INC. ENTITIES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE PLATFORM OR THESE TERMS IS LIMITED TO 50% OF THE AMOUNT SPENT ON Z POINTS AWARDED, IF ANY, BY YOU TO OTHER USERS IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
    6. THE iOPW INC. ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.

12. Choice of Law and Venue

     
    Ontario law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and iOPW inc. (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE PROVINCIAL COURTS LOCATED WITHIN TORONTO, ONTARIO.
     

13. Termination

    1. You may terminate the Terms at any time by closing your account, discontinuing your use of the Platform, and providing iOPW inc. with a notice of termination.
    2. We may close your account, suspend your ability to use certain portions of the Platform, and/or ban you altogether from the Platform for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Platform, Your Content, User Content, or any other related information.
    3. In the event of any termination of these Terms, whether by you or us, applicable Sections of these Terms will continue in full force and effect, including our right to use Your Content as detailed in Section 5.

14. General Terms

    1. We reserve the right to modify, update, or discontinue the Platform at our sole discretion, at any time, for any or no reason, and without notice or liability.
    2. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Platform.
    3. Except as otherwise stated in Section 10 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
    4. The Terms contain the entire agreement between you and iOPW inc. regarding the continued use of the Platform, and supersede any prior agreement between you and iOPW inc. on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
    5. Any failure on IOPW inc. part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
    6. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
    7. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sub licensable by you except with IOPW inc. prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
    8. The section titles in the Terms are for convenience only and have no legal or contractual effect.