1. Preamble, Definitions and Interpretation
If You are using the Website on behalf of a company, entity, or organization (collectively, a “Subscribing Organization”) then You represent and warrant that You: (i) are an authorized representative or agent of that Subscribing Organization with the authority to bind such a Subscribing Organization to these Terms; (ii) have read the foregoing Terms; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization.
If you do not agree to be bound by these Terms, do not access or use the Website.
1.2 Definitions and Interpretation
In these Terms the following words shall have the following meaning:
“Contribution” means a financial donation made to BidOkee on the Website for use by BidOkee to develop the Platform;
“Materials” means BidOkee trademarks, copyrights, patents, trade secrets, designs, logos, graphics, images, software, source code, strategies, ideas, and any other elements used on the Website;
“User” means an individual who has registered for an Account on the Website;
“Services” means all products and services available through the Website;
“Website” means the website available at http://www.bidokee.com, and the features, products, and services available on such website.
The headings in these Terms are for convenience only and shall not affect the Terms’ construction or interpretation.
1.4 References to Clauses
A reference to a “Clause,” “Section” or “Paragraph” is a reference to a clause or a paragraph in this Agreement unless otherwise stated.
1.5 Singulars and Plurals
In these Terms words importing the singular include the plural and vice versa.
In these Terms words importing a gender shall include all genders.
2.1 Description of Services
The Website is an online crowdfunding and fundraising platform offering intangible and tangible rewards (collectively “Perks“) to raise money from individuals wishing to make a Contribution to the development of an Internet game provisionally planned to be a tile match game (the “Platform”).
The activities conducted through this Website, including without limitation the acceptance of Contributions shall not confer any ownership interest, right, title, option, security or other interest in or to Bidokee, the Platform or the owners of the Platform nor does it confer a share in potential profits or revenue relating the Website or the Platform.
2.2 No Covenants Regarding Development of the Platform
BidOkee makes no covenants, warranties or representations regarding when the Platform will be operational or accessible by the public, or that the Platform will ever be developed, operational or accessible by anyone. BidOkee also makes no covenants, warranties or representations of any kind regarding functionality or features the Platform may or may not have.
2.3 Obtaining Perks
On making a Contribution through the Website, Users may receive Perks. Differing types of Perks of different values may be given to Users depending on the User Contribution made to the Platform via the Website and depending on other actions the User engages in in support of the Platform (“User Actions”). The specific Perks offered in exchange for different Contribution amounts and User Actions are set out on the Website and may change from time to time at BidOkee’s sole discretion.
User Actions may include activities such as promoting BidOkee through various mechanisms, recommending BidOkee to friends, participating in user surveys, providing feedback to BidOkee, using social networking tools to engage with BidOkee and participating in Auctions.
Some Perks may provide Users with benefits that relate to the Platform or may be available when/if the Platform becomes operational and is made available to the public.
Some Perks may also allow users to provide input or feedback regarding the development of the Platform. Users agree and acknowledge that, in soliciting feedback from holder of certain Perks, BidOkee does not confer any rights on Users to effect the direction of the Platform development or other BidOkee business. User further agrees and acknowledges that all User feedback is content and information subject to the terms and conditions of this Agreement. BidOkee at all times retains exclusive discretion to make any modifications or changes to the design, coding, architecture, functionality, and other aspects of the Website or the Platform.
Because of occasional electronic or other technological failures BidOkee cannot guarantee it will provide a receipt to a User for a Contribution. Users who require a receipt for their Contribution and have not received a receipt within a reasonable time after their Contribution was made are encouraged to contact Our customer service department at customercare(at)bidokee.com to resolve the issue.
2.4 Registration for Platform
On Making a Contribution a User consents to being registered for an account on the Platform, as well as to any terms, conditions or rules as may be applicable to the Platform (the “Platform Terms”) as posted on the Website from time to time. When the Platform becomes operational, Users making a Contribution shall be permitted to review the Platform Terms before accessing the Platform, and shall have the opportunity terminate their account on the Platform if they no longer wish to be members of the Platform and bound by its Terms.
2.5 Perks have no Monetary Value
Perks have no monetary value are non-transferable and may not be exchanged for cash.
2.6 Delivery of Perks
BidOkee does not guarantee it will be able to provide You with the exact kind of Perks associated with a given Contribution amount as indicated on the Website. If BidOkee, for any reason, is not able to provide You with the exact kind of Perks associated with a given Contribution amount as set out on the Website, You agree that BidOkee may at its sole discretion provide You with Perks of an equal or greater value than the Perks indicated on the Website at the time of your Contribution, however, there shall not be any obligation on BidOkee to do so.
2.7 Refunds and Cancellations
a. If a User provides a Contribution in exchange for Perks and BidOkee fails to provide a User with the benefits associated with said Perks within thirty (30) days, BidOkee shall refund that User’s Contribution and this shall be the User’s sole remedy in such an event.
b. BidOkee may cancel and refund a User’s Contribution at any time and for any reason, in its sole discretion. If BidOkee cancels a User’s account in accordance with this section it shall not be required to provide that User with the Perks associated with or obtained in exchange for that Contribution.
c. Users expressly agree and acknowledge that, subject to sections 2.7(a) and (b), Contributions collected from Users on the Website are deemed to be non-refundable donations and shall not be refunded under any other circumstances, including in the event the Platform is delayed or never becomes operational or accessible or is terminated.
3. Membership Eligibility & Registration
3.1 Registration of Account
As a condition of using certain aspects of the Website or Services, You may be required to register for an account on the Website (“Account”) by providing certain personal identifying information and selecting a screen name (“User ID“) and password. Only Users who have registered for an Account have the ability to make a Contribution and obtain or use Perks.
3.2 Providing Accurate Information
Users agree that all the information provided in order to open an Account shall be accurate. Failure to provide accurate information on opening an Account shall constitute a breach of the Terms and may result in immediate termination of a User account.
Without limiting the generality of the foregoing, Users agree not use as a User ID, domain name, project name or any name or term relating to their Account that (i) is the name of another person, with the intent to impersonate that person; (ii) is the name of a corporate entity or business; (iii) is subject to a trademark, copyright or any other intellectual property interest by a third-party; or (iv) is offensive, vulgar, or obscene.
3.3 One Account per User
Users may only create one account on the Website unless otherwise approved by Us. The creation of multiple accounts without prior permission from Us by a single individual User may result in the suspension, termination, or deletion of all accounts connected to the User acting in breach of this term.
3.4 User Responsibility for Account
Users agree to keep their password confidential and immediately notify BidOkee in writing of any unauthorized use of their Account, or other known Account-related security breaches. Users agree that they are solely responsible for all activity occurring on their Account.
3.5 Refusal of Registration and Termination of Account
BidOkee reserves the right, in its sole discretion, to refuse registration of an Account or terminate an existing Account for any reason, including a breach of any of the Terms.
Users may also terminate their Account at any time by following the instructions on the Website.
3.6 Loss of Perks on Account Termination
When an Account is terminated, whether by BidOkee or by a User, all Perks belonging to that account are forfeited and may no longer be used. The User shall not have the right to a refund or any compensation for any Perks forfeited as a result of closure of an Account.
3.7 Age of Majority
Upon registering for an Account on the Website You affirm that you are the age of majority where you reside and are competent to enter into a contract with BidOkee. If you are below the age of majority where you reside you affirm that your legal guardian has registered your Account and has entered into a contract with BidOkee and accepted these Terms.
Without limiting the generality of the foregoing, the Services available to Account holders are not available to persons under the age of 18. Individuals under the age of 18 may use the Services only with the consent of, in conjunction with, and under the supervision of their parent or guardian if that parent or guardian has also agreed to the Terms.
3.8 Release of Account Information to Law Enforcement Agencies
Users agree and acknowledge that BidOkee reserves the right to investigate violations and suspected violations of the Terms, including cooperate with law enforcement agencies, and disclose Your personal information, including the personal information relating to an Account, to such law enforcement agencies where compelled to do so by law.
4. Your Obligations
By visiting the Website, registering for an Account or using the Services, You agree:
a. to keep Your Account password, username, and other login information secure;
b. to notify Us immediately of any loss or unauthorized use of any password or account or any other known or suspected breach of security impacting Your use of the Website;
c. to use industry-standard security software on every computer or electronic Internet-enabled device from which You connect to the Website;
d. to provide accurate, current and complete information as necessary for the Website to communicate with You from time to time regarding Your Account;
e. to keep Your Account information current and inform Us of any other changes to Your or Subscribing Organization’s (as applicable) name, address, email address, or phone number;
f. to accept emails from BidOkee at the e-mail address specified by You in your Account profile or Account information;
g. to refrain from using BidOkee, or any element thereof, for any illegal purpose, or for the facilitation or counseling of any illegal activity;
h. to refrain from taking any action that would damage, harm, or diminish BidOkee and/or the Website’s or Website Services’ reputation, goodwill, or public image;
i. to refrain from disclosing the personal data or information of any Users of the Website to third parties;
j. to refrain from harvesting or collecting any data or information about other Users of the Website except such limited information as needed for the proper functioning of the Services in compliance with these Terms;
k. to refrain from defaming, harassing, libeling, threatening, defrauding, or otherwise harming Users of the Website;
l. to refrain from impersonating any person or entity, including, but not limited to, a Website official, and to not falsely state or misrepresent the origin of any content provided by You to the Website;
m. to refrain from removing, circumventing, disabling, damaging, or otherwise interfering with security-related features of the Website, Services or elements thereof including without limitation software code, content, or features that prevent or restrict use or copying of any content available through the Website, or features that enforce limitations on the use of BidOkee Materials;
n. to refrain from uploading, sharing, or posting harmful or malicious files on this Website, including but not limited to viruses, spyware, worms, and malware;
o. to refrain from using any robot, spider, scraper or other automated means to access the Website for any purpose without our express written permission;
p. to refrain from reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the Website;
q. to refrain from modifying, adapting, translating, or creating derivative works based upon BidOkee Materials or any part thereof;
r. to refrain from infringing any copyrights, trademarks, or patents belonging to BidOkee or any other entity;
s. to refrain from mirroring or framing the Website and/or Services;
t. to refrain from copying any concepts, ideas, features, strategies or designs of the Website;
u. to refrain from suggesting or implying that You or any of Your works, projects, designs, products, statements, services, or ideas are endorsed by BidOkee or this Website, except where We have explicitly authorized You to do so;
v. to refrain from reproducing, duplicating, copying, selling, trading, reselling, or exploiting for any commercial purposes any portion of BidOkee Materials, services or products;
w. to refrain from providing any false or purposely inaccurate information on the Website;
x. to refrain from using the Website in connection with any commercial purpose other than those purposes authorized by Us;
y. to refrain from using the Services in any commercial matter not expressly provided for on the Website without Our prior written agreement;
z. to refrain from copying, modifying, reproducing, republishing, distributing, selling, posting, transmitting, or sharing information connected to or found on this Website and the Services, including, but not limited to, images, graphics, designs, photos, text, logos, data, audio, video, files, content, and Materials without the express permission of BidOkee.
aa. to waive any right to a participate in a class action against BidOkee in any jurisdiction where such waiver is possible;
bb. to waive any right to participate in a trial by jury against BidOkee in any jurisdiction where such waiver is possible;
cc. to waive and release any and all rights and benefits provided pursuant to section 1542 of the Civil Code of the State of California, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor,” as well as any similar statutory provision in any other jurisdiction;
dd. to release and hold harmless BidOkee and its directors, officers, employees, agents, representatives, subsidiaries, joint ventures, licensors and affiliates from any liability arising from any dispute arising from these Terms or between Users, including any dispute arising out of correspondence or transactions between You and any third party made through the Website, and also from any responsibility for resolving such a dispute;
ee. to refrain from taking any action that imposes, or may impose an unreasonable or disproportionately large load on the Website infrastructure;
ff. to refrain from interfering or attempt to interfere with the proper working of the Website or any activities conducted on the Website, including the Services;
gg. refrain from linking directly or indirectly to descriptions of goods or services that:
i. are prohibited under these Terms;
ii. are concurrently listed for sale on a web site other than the Website; or
iii. You do not have a right to link to or include.
hh. to allow BidOkee to reserve a charge on Your credit card or other payment method for any amount up to the full amount of your Contribution at any time between the time the Contribution is made on the Website and collection of the funds;
ii. when making a Contribution, to have sufficient funds or credit available to ensure that the funds used to pay for such Contribution will be collectable; and
jj. to abide by all third-party payment providers’ use and transaction policies and any other applicable policies.
5. BidOkee Points
5.1 Obtaining Points
BidOkee Points (“Points”) are a type of Perk. Points may be used by Users to bid on Auctions as set out in the Auction Terms as well as to obtain any other benefits BidOkee may, in its sole discretion, make available to Users relating to the Points on their Accounts from time to time.
5.2 Obtaining Points
Users may obtain Points in connection with making a Contribution or engaging in User Actions.
5.3 Points Have no Cash Value
Points have no monetary value, are non-transferable and may not be redeemed for cash.
5.4 Points Forfeited on Termination of Membership
If a User terminates their Account or that Account is terminated by BidOkee in accordance with this Agreement for any reason, any accumulated Points associated with that account are forfeited and may no longer be used, and Users will not receive any compensation or consideration for any forfeited Points. The foregoing provision applies to all Points accumulated by a User however accumulated.
5.5 Points not Transferrable
Points may not be transferred between User Accounts and any attempt to transfer or deal with Points in any manner not explicitly permitted by this Agreement is a material breach of these Terms, and grounds for the termination of an Account.
5.6 Termination of Points
A User must use Points within 12 months of their being awarded otherwise Points will be forfeited automatically. Points expire 12 months after first being awarded however BidOkee may at any time, in its sole discretion, terminate any Points associated with an Account and prevent the Points from being used by any User, without creating any resultant obligation to any Users. BidOkee reserves the right to eliminate Points or terminate the Points program or crowd funding Platform or activities occurring thereon, and Users will not be entitled to any compensation as a result of BidOkee taking such action.
6.1 Operation of Auctions
Bidokee may from time to time operate auctions on the Website (the “Auctions”) allowing Users to bid Points on Perks or other items. Auctions operate and are governed according to Our Auction Policy as published on the Website here. The Auction Policy is incorporated by reference into this Agreement and forms an integral part thereof.
6.2 No Requirement to Hold Auctions
BidOkee does not covenant, warrant or represent that it will hold any Auctions at any time and nothing in this agreement shall be construed as requiring BidOkee to hold any Auctions. Users acknowledge that they are not entitled to a refund or any other compensation for the funds they have used to purchase Points or make a Contribution if no Auctions are held. BidOkee reserves the right to discontinue offering awards through auctions or promotions at any time but shall honour all auctions and awards made prior to discontinuing auctions, awards or promotions.
7 Contests and Marketing Campaigns
BidOkee may host contests, competitions, and other special events (“Contests”) either by itself or in conjunction with third parties. Individual Contests will have specific rules associated with them (the “Contest Rules”). The Contest Rules will be posted on the Website before each Contest and are incorporated by reference into this Agreement and form an integral part thereof.
By entering or participating in any Contest You agree to abide by the Contest Rules associated with that Contest as posted on the Website. In the event of any discrepancy between this Agreement and the Contest Rules this Agreement shall prevail.
7.2 Marketing Campaigns
From time to time, BidOkee may run promotional campaigns aimed at increasing user traffic to the Website or User engagement with the Website (“Marketing Campaigns”). BidOkee may contract third-parties to operate Marketing Campaigns on BidOkee’s behalf (the “Promoters”).
BidOkee and the Promoters may use Marketing Campaigns to invite individuals to promote the Website to their social networks. Users agree to receive materials related to such Marketing Campaigns addressed to their email addresses or other contact information they have provided on registering as a User for the Website. Users may opt out of receiving such information through functionality provided on the Website and emails they receive.
7.3 Perks offered through Marketing Campaigns
BidOkee or the Promoters may from time to time provide Perks to Users of the Website as part of a Marketing Campaign. Perks offered as part of a Marketing Campaign may take any form, including:
b. merchandise and other items;
c. the right to participate in a customer appreciation rewards program;
d. entries to sweepstakes and Contests; and
e. coupons that may be redeemed towards items obtained through Auctions or purchases on the Website (“Coupons”)
Perks provided as part of a Marketing Campaign are provided entirely at the discretion of BidOkee, are gifts and are not any form of pro rata, pecuniary, or equivalent consideration.
Coupons are subject to the following restrictions, the enforcement of any of which is solely at BidOkee’s discretion:
a. Coupons may not be redeemed toward a “Buy Now” purchase as that term is defined in the Auction Terms;
b. Users may only use one Coupon for bidding on an one Item in an Auction;
c. Users may not use multiple Coupons toward a single purchase on the Website;
d. Users may not use Coupons in conjunction with other discounts or benefits as may be provided by BidOkee from time to time;
e. Coupons have no cash value and are non-transferable;
f. Coupons may not be used and are deemed forfeited if not used before the earliest of the following dates:
i. the expiry date for the Coupon as indicated on the Coupon itself or in the terms accompanying their issue;
ii. 11:59 p.m. Pacific Standard Time on the last day before the Platform becomes operational and available to the public;
g. Coupons may not be transferred and can only be used by the User to whom they are given.
7.5 No Obligation to Participate
There is no obligation on Users to take any active steps to participate in Marketing Campaigns or Contests.
7.6 Terminating Contests or Marketing Campaigns
BidOkee reserves the right to reject, cancel, interrupt, remove, or suspend any contests, sweepstakes or marketing campaigns at any time and for any reason. BidOkee shall not be required to provide any reason for taking any such steps.
You agree not to hold BidOkee or its owners, directors, employees, officers, consultants, agents, licensors, sponsors, representatives or assigns liable under any cause of action including without limitation under contract, tort, strict liability, negligence, or any other legal or equitable theory for any direct, indirect, incidental, special, consequential, exemplary, punitive or other damages, including but not limited to financial loss, loss of profits, property damage, goodwill, use, data, or other intangible losses (even if BidOkee has been advised of the possibility of such damages) resulting from the termination of any contest, sweepstake or marketing campaign.
8 Intellectual Property
8.1 Ownership of Website Materials
Unless otherwise stated the Materials, Services, Website visual interfaces, graphics, images, logos, designs, compilations, information, computer code (including source code or object code), products, software, and all other elements of the Website (“Website Materials”) are protected by Canadian, United States, and international copyright law and conventions, and all other relevant intellectual property and proprietary rights laws.
Except for any User generated Content such as User Content or User Submissions, all Website Materials are the sole property of BidOkee or its subsidiaries or affiliated companies and/or third-party licensors. Except as expressly authorized by BidOkee, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Website Materials. We reserve all of Our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary rights that We may have related to this Website, its materials and contents and Services that may be provided through this Website. By making this Website and Services available to You, BidOkee is not providing You with any implied or express licenses or rights other than those expressly stated in these Terms.
Any feedback You provide to Us, including, but not limited to, suggestions, comments, ideas, and recommendations, becomes the property of BidOkee upon its receipt by Us.
Some products or company names and devices, logos, icons, graphics, or designs published on this Website are the property of their owners and are exhibited only in such a manner as is intended to be a benefit to their owner. We intend no infringement of these property rights.
8.2 User License
We grant Users a limited, non-exclusive, non-transferable, revocable license to view, download and print any content over which We hold intellectual property rights for Your personal and non-commercial purposes. Users have no right to sub-license any such content.
By accessing any content on the Website You agree You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the content, except as expressly permitted by these Terms. No licenses or rights are granted to you by implication or otherwise in any intellectual property rights owned or controlled by BidOkee or its licensors, except for the licenses and rights expressly granted in these Terms.
8.3 User Content and Data
Participation in a Contest may involve You submitting an entry such as a video or other document or file in any media format to BidOkee, You may be able to upload content to the Website and by registering an Account with and using the Website you will be providing BidOkee with User data (collectively the “User Content”). User retains all rights to the User Content except any rights granted to BidOkee under these Terms.
By submitting User Content to BidOkee, You agree to grant BidOkee a non-exclusive, paid-up, royalty-free, sub-licensable (through multiple tiers), perpetual, assignable, worldwide license to use, modify, repost, distribute, create derivative works of, and display Your User Content on our Website, promotional materials, or for any other purposes seen fit by BidOkee, and You further agree to provide BidOkee with the right to exercise the copyright, publicity, and database rights You have in Your User Content in any media now known or not currently known.
You waive any and all moral rights You have in Your User Content.
By using this Website You agree not to post, share, provide, distribute, upload, rent, or sell anything which is not Your property or for which You do not have copyright, except where You have received express permission from the owner or copyright holder. In the event that You post, share, provide, distribute, upload, rent, or sell anything which is not Your property or for which You do not have copyright, You agree to indemnify Us for any resulting damages, injury, costs, loss, or harm suffered.
By using this Website You agree that should any content uploaded by You to the Website contain images of persons or trademarked materials, You have obtained the proper releases authorizing You to disseminate such content.
8.4 Removal or Modification of User Content
We reserve the right to remove User Content and any other content from the Website for any reason at our sole discretion without warning. Do not use the Website as Your primary means of storing your images and content. By using BidOkee, You agree to release Us of all liability arising from any harm, injury, or damage suffered as a result of the removal, suspension, or deletion of User Content or any other content.
BidOkee reserves the right to modify the User Content.
8.5 DMCA and Copyright
BidOkee respects the rights of copyright holders and will quickly respond to any claims of copyright infringement reported on our Website. If you find anything on our Website that you believe infringes Your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement using a Digital Millennium Copyright Act (DMCA) notice. To do so, please provide Us with the following information:
1. Identification of the copyrighted work that You claim has been infringed;
2. Identification of the allegedly copyright infringing content on our Website that you desire to have removed or disabled;
a. Include the URL that points to the allegedly copyright infringing content; or
b. Include a description of where to find the allegedly copyright infringing content;
3. Your contact information including name, address, email address, and phone number;
4. A physical or digital signature of the true copyright holder or their authorized representative;
5. A statement by you that you have a good faith belief that the use of the allegedly copyright infringing material is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you that the information in the DMCA Notice is accurate, and, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.
Please send any DMCA notices to Us at:
Unit 1, 9059 Shaughnessy Street, Vancouver, BC, Canada, V6P 6R9
We reserve the right to remove allegedly copyright infringing content without notice and without liability to You. We reserve the sole discretion to suspend, terminate, ban, or delete any User account associated with or connected to any copyright infringing activities or behaviors and You agree that BidOkee is not liable to You for any harm, injury, loss, or damage suffered should such an event occur.
9.1 No Warranty
You agree to use the Website and the Services at your own risk. The Website and Services and all related content and Materials are provided on an “as is” and “as available” basis and without any warranty or representation or guarantee of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. We cannot guarantee that the Website and the Services will function without errors or downtime. Without limiting the generality of the foregoing, BidOkee, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that: (a) the Website or Service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Website or Services is free of viruses or other harmful components; or (d) the results of using the Website or Services will meet Your requirements. Your use of the Website and Service is solely at Your own risk.
By using the Website and Services You agree that BidOkee and its owners, officers, director, employees, agents, successors and assigns are not liable for any loss, harm, damage, cost or injury suffered in connection with using, or the inability to use, the Website or Services, including but not limited to errors, malicious attacks, or downtime which may affect the Website or Service. By using the Website or Service you agree that BidOkee is not responsible or liable for the actions or content of third parties including other Users. You agree to use BidOkee products and services at your own risk and you assume any and all liability for any harm, injury, loss, costs or damages suffered as a result of using the Website or its products or Services.
9.2 No Fiduciary Duty
BidOkee expressly disclaims any relationship with or fiduciary duty to you. You acknowledge that BidOkee has no duty to take any action regarding any of the following:
a. controlling which Users gain access to the Site;
b. determining what content Users access through the Site;
c. what effects the content may have on Users;
d. how Users may interpret or use the content; or
e. what actions Users may take as a result of having been exposed to the content.
BidOkee does not warrant or guarantee the validity of any data or information that Users provide about themselves. You release BidOkee from all liability resulting out of You acquiring content through the Website.
9.3 Material Accessed through the Website
The Website may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any material obtained through the Website, and We are not liable for the accuracy, copyright compliance, legality, or decency of any such material. BidOkee has no obligation to monitor the Service or any content or Materials on the Website. BidOkee reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend any Service or content on the Website; (ii) remove, edit, or modify any content on the Website, including, but not limited to, any User Content; and (iii) remove or block any User or User Content. BidOkee reserves the right not to comment on the reasons for any of these actions.
The Website or Services may contain links to other third party websites, services, products, or content that is not owned, controlled or licensed by Us. BidOkee makes no endorsements, representations, guarantees, or warranties with respect to any third party websites, services, products, or content. If You click-through on any link posted on BidOkee, You do so at Your own risk and agree that BidOkee (including its owners, directors, officers, agents, and employees) are not liable in any manner for any harm (including emotional harm), injury, cost, damage, or loss You may suffer as a result of doing so.
9.4 No Guarantee of Confidentiality
Without limiting the generality of the foregoing, BidOkee makes no guarantee of confidentiality or privacy of any communication or information transmitted on or through the Website or any website linked to the Website. BidOkee will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on Our equipment, transmitted over networks accessed by the Website, or otherwise connected with Your use of the Website or Service.
9.5 Unauthorised Users
There are risks inherent in communication, interaction, and transactions with other users of Internet-based venues such as the Website. Although the Site Provider requires all authorized users to agree to this Agreement, unauthorized users and Users acting or gaining authorization under false pretences may gain access to the Website. By using the Website You agree to accept such risks and You agree that the Site Provider is not responsible for the acts or omissions of unauthorised users on the Website.
10. Limitation of Liability and Disputes
10.1 No Liability
You expressly understand and agree that neither BidOkee nor its owners, directors, employees, officers, consultants, agents, licensors, sponsors, representatives and assigns will be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory for any direct, indirect, incidental, special, consequential, exemplary, punitive or other damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if BidOkee has been advised of the possibility of such damages) resulting from:
a. Your use of the Website
b. Your use of the Services, products or information obtained through the Website;
c. the inability to use the Website or Services and any products provided through the Website due to any cause;
d. the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Website;
e. unauthorised access to or any alteration of your transmission or data;
f. statements or conduct of any third party on the Website;
g. any other material relating to the Website or the Service
10.2 Disputes Between Users
Without limiting the generality of the foregoing, in the event that You have a dispute with one or more Users, You release BidOkee (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
By using the Website, You agree to indemnify BidOkee and its owners, directors, officers, employees, agents, representatives, consultants, licensors, suppliers, successors, and assigns from and against any and all claims, proceedings, suits, disputes, demands, liabilities, costs (including legal and accounting fees), damages, losses, expenses, and injuries arising from: a) any action You take or fail to take, including but not limited to torts, civil wrongs, or criminal wrongs You commit, facilitate, or participate in while using our Website; b)Your violation of these Terms; c) Your violation of an applicable law or regulation; d) Your violation of any rights of a third party, including but not limited to the rights of other Users, and d) Your misuse of the Website or the Services.
12. Social Sign-In
13. User complaints and Cooperation
BidOkee has the right, but not the obligation, to monitor any Website activity. We may investigate any reported violations of the Terms or user complaints and take any action that we deem appropriate, including terminating an Account. BidOkee may also investigate, at its sole discretion, the use of any credit card by a User, and take such action as BidOkee deems appropriate, including without limitation, contacting the User using such card, or deactivating an Account.
In particular, without limiting the generality of the foregoing, BidOkee reserves the right to report any potentially unlawful conduct on the Website to appropriate law enforcement officials, regulators, or third parties. BidOkee also reserves the right to release any information, including information relating to individual Users, to relevant law enforcement authorities in response to a request from such authorities.
By using the Website you consent to the collection, use, and dissemination of personal information, including but not limited to Your information, as is necessary to maintain the integrity of the Website, and as is necessary for BidOkee to comply with law enforcement requests or report potentially unlawful conduct.
14. Breach of this Agreement
Upon your breach of any term of this Agreement BidOkee may at any time, without waiving any other remedies it is entitled to at law, take the following actions:
a. warn Users or visitors to the Website of Your actions,
b. issue a warning to You,
c. temporarily or permanently suspend your Account, or / and
d. refuse to provide Services to you.
15 Unanticipated Events
In this Agreement the following terms shall have the following definitions:
“Force Majeure Events” includes delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, riots, cosmic or solar flares, unavailability of transportation, acts or omissions of third parties, or any other cause beyond BidOkee’s reasonable control.
“Internet Security Events” includes delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by events that include, but are not limited to, unauthorized use of the BidOkee’s software or hardware, the propagation of malware on or through the Website, or any form of computer security compromise that would or could damage or impair either the functioning or security of the Website or the data associated with it.
“Technological Failure Events” includes delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by events where the Website servers or the infrastructure through which they operate, including the physical site on which the servers reside, experience a failure, but not a failure due to a Force Majeure Event. These include, but are not limited to, local communication line failure, local power outage, server hardware failure, server storage failure, server or website software failure.
“Your Information” means any information You provide to BidOkee, including as part of the process of registering for an Account, bidding on an Auction, in any public message area, through any email or other direct communication, or through any other means of information exchange.
15.2 Classifying Unanticipated Events
BidOkee may, at its sole discretion, determine whether an unanticipated event is a Force Majeure Event, a Technological Failure Event, or an Internet Security Event. The determination will be based on the source of the event, the character of the event, and the character of the measures taken to prevent the event or mitigate the consequences thereof. Upon such determination, the Parties agree to be bound by the applicable terms of this Agreement.
15.3 Steps in the Event of a Force Majeure
Should a Force Majeure Event occur:
1. BidOkee may provide notice to all Users that a Force Majeure Event has occurred either by posting the information on the Website or as otherwise permitted under Agreement, if doing so is reasonably practicable in the circumstances;
2. each party will take reasonable steps to perform their obligations under the Agreement;
3. each party will grant the other such time extensions as are reasonable in the circumstances;
4. each party will take reasonable steps to mitigate any damage resulting from either delays in performance or the inability of itself or the other Party to perform any obligation or obligations under the Agreement;
5. each party will address any insured losses arising out of such an event by dealing directly with the third parties involved, the third parties’ insurers, or Bidokee’s insurers, as applicable.
15.4 Termination of Agreement due to Force Majeure
If a Force Majeure Event persists for more than thirty (30) calendar days, then either party may terminate the Agreement for convenience upon written notice to the other party. Such notice may be provided by BidOkee by posting it on the Website or as otherwise permitted under this Agreement.
15.5 Steps in response to an Internet Security Event
Should an Internet Security Event occur BidOkee:
2. will take all reasonable steps to protect all Your Information, as it is defined in the Agreement;
3. will take all reasonable steps to close any security breach and prevent it from recurring;
4. will take all reasonable steps to destroy any malware and prevent it from propagating;
5. will take all reasonable steps to repair any damaged data or software; and
6. retains the right to take steps considered advisable by its counsel to determine the source of the Internet Security Event and to enforce the Agreement, if applicable, and to pursue any other legal avenues deemed advisable against any party responsible for the Internet Security Event.
15.6 Steps in a Technological Failure Event
Should a Technological Failure Event occur BidOkee will provide notice to all Users, either by posting the notice on the Website or as set out in this Agreement, if reasonably practicable.
Users agree to take any reasonable steps necessary to mitigate any damage that may be suffered to any party to this Agreement from the Technological Failure Event.
15.7 No Liability In Case of Unanticipated Events
BidOkee is not liable for any damages or loss suffered by any party as a result of or in connection with a Force Majeure Event, a Technological Failure Event or an Internet Security Event.
15.8 Data Loss
Without limiting the generality of the foregoing, if for any reason, any part of the Your Data on any of the servers or storage devices relating to the Website is damaged, BidOkee may, at its sole discretion, take commercially reasonable steps to recover that data, in accordance with industry standards. However, if BidOkee decides, in its sole discretion, that the data recovery options available are cost prohibitive or unlikely to yield positive results, BidOkee will not be required to take any additional steps to recover any of Your Data.
BidOkee will in no event be liable for damages or loss of any kind suffered by any party in the event of the loss of any data, including Your Data.
16. General Contract Provisions
16.1 Severability and Waiver
If any of the provisions of these Terms is found to be inconsistent with any applicable law, then such provision shall be interpreted to reflect the intentions of the Parties in accordance with the applicable law, the remainder of these Terms shall remain in force, and no other provision will be modified except where necessary. BidOkee’s failure to enforce any provision in these Terms is not a waiver of that provision.
16.2 Survival of Terms
The proprietary rights, disclaimer of warranties, indemnities, limitations of liability, and general provisions shall survive any termination or modification of these Terms. Sections 15 (Unanticipated Events) will also survive any termination or modification of this Agreement.
16.3 Modification of Terms
BidOkee may assign these Terms in part or in their entirety without Your consent. These Terms are personal to You and You may not assign Your rights or obligations under these Terms to anyone.
Except as explicitly stated otherwise, You shall give any and all notices required under this Agreement to BidOkee at:
BidOkee shall give all notices to You by electronic mail, subject to the provision below for certified mail, to the e-mail address You provide to the Site Provider during the BidOkee.com registration process. Notice shall be deemed given 24 hours after electronic mail is sent, unless the sending party is notified that the e-mail address is invalid.
Alternatively, the BidOkee may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided during the Account registration process. In such case, notice shall be deemed to be provided 3 days after the date of mailing.
16.6 Governing Law and Choice of Forum
These Terms are governed in all respects solely by the laws of the Province of British Columbia and the federal laws of Canada, as applicable. You agree to waive the right to bring any claim against BidOkee, whether or not relating specifically to these Terms, in any court located outside British Columbia, or to argue that any such court has jurisdiction over any such claim.
In the event of any controversy or claim arising out of or relating to Your use of the Website or the Services, or these Terms or a breach thereof, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. If they do not reach settlement within a period of thirty (30) days, then, upon notice by any party to the other, any unresolved controversy or claim shall be finally settled by arbitration administered by the International Centre for Dispute Resolution in accordance with the provisions of its International Arbitration Rules. The number of arbitrators shall be one (1) and the place of arbitration shall be Vancouver, British Columbia. This provision shall not prevent either party from seeking or obtaining equitable relief in a court of law.
16.8 No Joint Venture
The entirety of Our relationship with You is set out in these Terms and is subject to modification only by written agreement between Us and You. For further clarity, absolutely no employment, partnership, joint venture, representative, or agency relationship exists between Us and You as a result of these Terms or for any other reason.
16.9 Entire Agreement