Terms of Services

This Agreement was last revised on December 5, 2017.

Review

1. Acceptance of Terms.

Welcome to Retainup.ca (Retainup.ca), the website, mobile and online service of Dumpling. Inc. ("Retainup.ca," "we," or "us"). These terms govern the use of our services, websites, and software provided on or in connection with the service (collectively the "Service"). By accessing or using the Service, including by embedding our code on your site, you signify that you have read, understood, and agree to be bound by this Terms of Service Agreement ("Agreement"), and to the collection and use of your information as set forth in the Retainup.ca Privacy Policy, whether or not you are a registered user of our Service. Retainup.ca reserves the right to update and change the Terms of Service by posting updates and changes to the Retainup.ca website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service. This Agreement applies to all visitors, users, and others who access the Service ("Users,or "Clients").

2. Description of Service.

Retainup.ca provides the tools for Users to sell legal goods and service online while managing customer relationship.The Services allow you to do the following with respect to : browser your End User Customer (who made an purchase from your end) contacts in a database and view their purchase history .

2.1. Account Terms

To access and use the Services, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account and you must keep your account password secure. You must notify us immediately of any breach of security or unauthorized use of your account. Retainup.ca will not be liable for any losses caused by any unauthorized use of your account. We may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

2.2. Service Rules

• You may not use the Service, or assist or encourage any other party, to engage in any of the following prohibited activities:
• Copying, framing, or mirroring any part of the Service;
• Accessing the Service for purposes of monitoring its availability, performance, or functionality;
• Permitting any third party to access the Service,
• Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling, or otherwise attempting to extract the source code of the software underlying the Service or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to Retainup.ca Inc.;
• Publishing, transmitting, distributing, or storing content, material, information, or data that (a) is illegal, obscene, defamatory, libellous, threatening, harassing, abusive, or hateful, or that advocates violence or threatens the health of others; (b) is harmful to or interferes with the Service or any third party’s networks, equipment, applications, services, or websites (e.g., viruses, worms, Trojan horses, etc.); (c) infringes, dilutes, misappropriates, or otherwise violates any privacy, intellectual property, publicity, or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets, or other proprietary information (including unauthorized use of domain names); or (d) is fraudulent or contains false, deceptive, or misleading statements, claims, or representations (such as “phishing”).
• Attempting to disrupt, degrade, impair, or violate the integrity or security of the Service or the computers, services, accounts, or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing, or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of Retainup.caInc. internet protocol space;
• Avoiding incurring charges or otherwise being required to pay for the Service;
• Copying, distributing, or disclosing any part of the Service in any medium, including, without limitation, by any automated or non-automated “scraping”;
• Using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to Retainup.caInc than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
• Taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• Collecting or harvesting any personally identifiable information, including account names, from the Service;
• Using the Service for any commercial solicitation purposes;
• Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
• Accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
• Submitting to the Service or to Retainup.caInc any information that may be protected under HIPPA (“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented) or any other information that may be protected from disclosure by applicable law;
• Bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
• Violating any applicable law, statute, ordinance, or regulation, or encourage any conduct that could constitute a criminal offense or give rise to civil liability;
• Transmitting any trade secret or other material, non-public information about any person, company, or entity without the authorization to do so;
• Removing any copyright, trademark, or other proprietary rights notices contained in or on the Service;
• Sublicensing, selling, renting, leasing, transferring, assigning, or conveying any rights under this Agreement to any third party, except as expressly permitted herein;
• Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine, or display any packets used to communicate between the Service’s servers or any data not intended for you;
• Harvesting or collecting information about any Service visitors or members without their express consent.
• Improper use of the Service may result in termination of your access to and use of the Service, and/or civil or criminal liabilities. You agree to use the Service in accordance with all applicable laws.

2.3. User Content

• You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, and other content or materials (collectively, “Customer Data”) that you submit, post or display on or via the Service.
• You represent and warrant that: (i) you own the Customer Data posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in this Agreement; (ii) the posting and use of your Customer Data on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Customer Data you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction.
• Although it is Retainup.ca’s intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, Retainup.ca reserves the right to remove any Customer Data from the Service for any reason, without prior notice. Customer Data removed from the Service may continue to be stored by Retainup.ca, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Retainup.ca will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Customer Data. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Customer Data or other information may not be secure.

3.Our Rights

• We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Retainup.ca employees and contractors may also be Retainup.ca customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
• We reserve the right to modify or terminate the Service for any reason, without notice at any time, as well as to refuse our Service to anyone for any reason at any time.
• Retainup.ca has the right to determine, in our sole judgment, Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, we reserve the right to temporarily disable an Account until resolution has been determined between the disputing parties. In the event of an ownership dispute over a Retainup.ca account, we can freeze the account or transfer it to the rightful owner.
• You expressly grant, and you represent and warrant that you have all rights necessary to grant, to Retainup.ca, a royalty-free, fully paid-up, sub-licensable (through multiple tiers of sub-licensees), transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, distribute, modify, reproduce, publically display, publically perform, and create derivative works of Customer Data for the purposes of (a) providing the Service, or (b) developing, maintaining, supporting, or improving the Service. You agree that Retainup.ca may store Customer Data in order to provide the Service. Retainup.ca aggregates Customer Data with other data and also collects technical information and data about your use of the Service. You expressly agree that Retainup.ca may use any aggregated and anonymized data for any business purpose during or after the term of this Agreement, including, without limitation, to develop and improve the Service or other Retainup.ca services and products.

4. Trademarks.

As between you and Retainup.ca, Retainup.ca and its licensors exclusively own all right, title and interest in and to the Service, including without limitation any improvements thereto, updates, and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, and copyrights (the "Retainup.ca Content"), and all Intellectual Property Rights (as defined below) related thereto and derivative works of the foregoing. Except as expressly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights (as defined below), and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Retainup.ca Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

5. Payment and Refunds.

Retainup.ca reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. Retainup.ca reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.

6. Tax

“Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, VAT, GST, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You agree to bear and be responsible for all such Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Retainup.ca receives and Retainup.cas (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If you are a tax-exempt entity or claims exemption from any Taxes under this Agreement, you shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, Retainup.ca shall not charge you any Taxes from which it is exempt. Without limiting the foregoing, all references to payments made in this Agreement are exclusive of any VAT, GST or other consumption taxes (collectively, “VAT”) chargeable and where required by law, VAT shall be itemized at the rate applicable, if any, and paid in addition thereto. You shall communicate to Retainup.ca your VAT identification number(s) attributed by (i) the country where you have established your business, and/or (ii) any other country where you have established a fixed establishment, to which the Services under this Agreement are provided. Retainup.ca shall consider the Services under this Agreement to be for your business use and provided to the location(s) of you in accordance with the provided VAT identification number(s). You shall comply with all applicable tax laws and regulations, and you shall provide Retainup.ca all necessary assistance to facilitate the recovery or refund of any VAT paid by Retainup.ca in relation to the Services to the respective government or authority. You hereby agree to indemnify Retainup.ca for any Taxes and related costs paid or payable by Retainup.ca attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse Retainup.ca for all costs and damages related to any liability incurred by Retainup.ca as a result of your non-compliance or delay with its responsibilities herein. Your obligation under this section shall survive the termination or expiration of this Agreement.

7.Warranties

You acknowledge that Retainup.ca has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Retainup.ca from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. Retainup.ca makes no representations concerning any content contained in or accessed through the Services, and Retainup.ca will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Retainup.ca makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Retainup.ca OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. No Warranty/Limitation of Liability

ALTHOUGH WE TAKE OUR CUSTOMERS’ SATISFACTION VERY SERIOUSLY, IF YOU HAVE ANY PROBLEMS WITH YOUR ONLINE PURCHASE, PLEASE CONTACT THE CLIENT DIRECTLY. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SERVICES. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT AND THE SERVICES AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES, THEIR SERVERS, OR THEIR CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE CONTENT OR THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. Confidentiality

“Confidential Information” of either party will mean information disclosed to or learned by the receiving party concerning the disclosing party’s business, customers, products, proposed products, plans, inventions, processes and techniques, which is designated as “Confidential”, “Proprietary” or some similar designation or should reasonably be considered to be confidential or proprietary due to its nature or the context of its disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach on the part of the receiving party; (ii) the receiving party obtains from a third party rightfully, without breach of nondisclosure obligations and without restriction on disclosure; or (iii) the disclosing party regularly provides to others without restriction on disclosure. Except as explicitly authorized in writing by this Agreement or otherwise, each party will: (a) not use, for its own benefit or the benefit of any third party, the other party's Confidential Information; and (b) use all reasonable care, but in no event less care than it takes to protect its own Confidential Information of similar importance, to protect the other party's Confidential Information from unauthorized use, disclosure and publication. Both parties acknowledge that the breach of this Section 12 could cause great or irreparable injury to the disclosing party and that pecuniary compensation would not afford adequate relief, and therefore, that upon any such unauthorized disclosure by the receiving party, the disclosing party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Within five (5) days after termination of this Agreement, each receiving party shall destroy or deliver to the disclosing party, at the disclosing party’s option, all materials in receiving party’s possession or control that contain or disclose any Confidential Information of the disclosing party.

10. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Retainup.ca’s prior written permissions, but may be assigned by Retainup.ca without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

11. Miscellaneous

If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived, or modified except by Retainup.ca as provided herein or otherwise by written instrument signed by Retainup.ca. Employees of Retainup.ca are not authorized to modify the terms of this Agreement, either orally or in writing. If any employee of Retainup.ca offers to modify this Agreement, he or she is not acting as an agent for Retainup.ca or speaking on Retainup.ca’s behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of Retainup.ca or anyone else purporting to act on Retainup.ca’s behalf. This Agreement is between you and Retainup.ca; there are no third-party beneficiaries. You are responsible for compliance with all applicable laws and regulations, including, but not limited to, United States export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sub-licensable by you except with Retainup.ca’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. Retainup.ca may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served on Retainup.ca at legal@ Retainup.ca.com (in the case of Retainup.ca) or to the e-mail address you have designated on your account (in your case). Notice to you shall be deemed given 24 hours after the e mail is sent. Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

Changes to Terms

Retainup reserves the right, in its sole discretion, to change the Terms under which www.Retainup.ca is offered. The most current version of the Terms will supersede all previous versions. Retainup encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

London,Ontario
Email Address: [email protected]