Terms and Conditions
Terms and Conditions
Terms and Conditions
Terms and Conditions
Users are hereinafter referred to as “You, Users.” As used in this Agreement, “www.otterby.com”, “we,” “us,” and “our” shall mean Otterby and its subsidiaries and affiliates. These Terms do not alter in any way the terms or conditions of any other agreement you may have with Otterby for its services or otherwise.
Account shall mean the Account created by the User on the Otterby website or on App.
Applicable Laws shall mean and include all applicable statutes, enactments, acts of legislature or parliament, provincial laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, tribunal, or a court of Canada.
App means the Software which can be installed on the mobile device.
Listing means any service offered that is listed by the Daycare Centre as available through the Website/App.
Care Seeker means an individual who creates an account for the purpose of looking at listings.
Representative is an entity and its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and attorney associated with the Otterby.
Content means report text, web chat, graphics, emoji’s, images, music, Software, audio, video, information or other materials.
User means Daycare Centre and/or a Care Seeker.
Collective content means User Content and Otterby’s Content.
Ambit of Service
Otterby is a trusted community marketplace where Daycare Centres and prospective Care Seekers may establish relationship. In this relationship, its elements are of critical importance. As the provider of the service, Otterby does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Daycare Centre Services. Daycare Centres alone are responsible for their Listings and Daycare Centre Services. Otterby is not acting as an agent in any capacity for any User.
Otterby shall charge service fees to Daycare Centres in consideration for the use of the platform. Otterby reserves the right to change/alter such fees anytime without any prior notice.
The Service fees to use the Website/App and Website/App Services are paid solely by the Daycare Centre. When a Care Seeker pays the Daycare Centre, or when funds related to an Engagement are otherwise released to a Daycare Centre after the services provided by the Daycare Centre are complete, on the lapse of every two weeks the Escrow will credit the Daycare Centre Account for the full amount paid or released, and then subtract and disburse to Otterby a service fee. Pursuant to the User Agreement, Escrow charges Daycare Center a Service Fee for each Engagement.
Otterby has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Daycare Centre Services, (ii) the truth or accuracy of any Listing descriptions, or other infomation or (iii) the performance or conduct of any User or third party. Otterby does not endorse any User, Listing or Daycare Centre Services.
Any such description is not an endorsement, certification or guarantee by Otterby about any Daycare Centre, or whether the Daycare Centre is safe or suitable. You should always exercise due diligence and care when deciding whether to participate in an Experience or Event or use other Daycare Centre Services, or communicate and interact with other Users, whether online or in person.
When creating a Listing through the Otterby Platform you must
(i) provide complete and accurate information about your Daycare Centre Service such as listing amenities, description, location, and calendar availability;
(ii) disclose any deficiencies, Care Seeker responsibilities such as items which a children ought to bring along on a listing and requirements that may apply; and
(iii) provide any other pertinent information requested by Otterby. You are responsible for keeping your Listing information up-to-date at all times.
(iv) shall make sure that in compliance with the provincial and state laws and shall ensure that they have all the valid licenses required by the applicable laws.
You are solely responsible for setting a price including any Taxes if applicable, or charges such as cleaning fees for your Listing. Once a Care Seeker requests a booking of your Listing, you may not request that the Care Seeker pays a higher price than in the booking request.
Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing. Pictures, animations or videos used in your Listings must accurately reflect the quality and condition of your Daycare Centre Services. Otterby reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.
All prospective Care Seekers shall be informed, at the earliest, of any changes in the availability of the listing whatsoever, after being posted on the Website/App.
- Request, accept or make any payment for Listing Fees outside of the Otterby Platform or Otterby Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Otterby harmless from any liability for such payment;
- Contact another User for any purpose other than asking a question related to your own booking, Listing, or the User’s use of the Otterby Platform, including, but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications or website/Apps, without our prior written approval;
- Posting, transmitting, promoting, or distributing any content that is illegal.
- Harassing or threatening any other user/Users of the Otterby Community or any employee or contractor of Otterby.
- That promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- Requests money from, or is intended to otherwise defraud other users/Users of the Service;
- Impersonates any person or entity, including, but not limited to, a Otterby employee, or falsely states or otherwise misrepresents an affiliation with a person or entity; and
- make any libelous or defamatory comments or postings to or against anyone.
You are solely responsible for your interactions with other users/Users. You understand that we currently do not conduct criminal background checks or screenings on its users/Users. Otterby also does not inquire into the backgrounds of all of its Users and managers of Daycare Centers. Otterby makes no representations or warranties as to the conduct of Users and managers of Daycare Center.
In no event shall we, our affiliates or our partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users/Users or persons you meet through the Service.
This Website/App and all content forming part of the Website/App, including without limitation, all photographs, ideas, images, designs, information, interfaces, graphics, brand names, logos and trademarks, are protected by copyright, trademark and other intellectual property laws of the Canada.
You acknowledge and agree that Otterby owns, controls or is licensed all legal rights, title and interest in and related to the Website/App, including all intellectual property rights. You may not:
- modify or copy the idea of trade, layout or appearance of the Website or of App or code contained in the Website/App; and/or
- decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Website/App.
If you believe that anything on or available through the Services infringes upon any copyright which you own or control, you may contact us at email@example.com
Obligations pertaining to the Content
Otterby allows you to upload, submit, store, send and receive content. Your content remains yours. We do not claim ownership in any of your content, including any text, data, information, and files that you upload, share, or store in your Account.
You acknowledge and agree that you are solely responsible for your own content, uploaded, posted on, transmitted through, or linked from the Service and the consequences of posting, transmitting, linking or publishing it. More specifically, you are solely responsible for all content that you upload, e-mail or otherwise make available via the Service. In connection with such content posted on, transmitted through, or linked from the Service by you, you affirm, acknowledge, represent, warrant and covenant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use such Content on the Service and Website/App. You are solely responsible for the development, content, operation, maintenance, and use of your data. Furthermore, you are responsible for properly configuring and using the Service and taking your own steps to maintain the appropriate security of your data.
Both the App and any documentation made available through this Website are the copyrighted works of Otterby. You must agree to the terms of the applicable end user license agreement prior to use of such Software.
Warranties, if any, with respect to such App shall only apply as expressly set forth in the applicable end user license agreement. Otterby hereby expressly disclaims all further representations and warranties of any kind, express or implied, including warranties of merchantability, fitness for any particular purpose or non-infringement with respect to the App.
Without limiting the foregoing, Otterby makes no warranty that: either the Services or Software will meet your requirements; either the Services or App will be uninterrupted, timely, secure, or error-free; results that may be obtained from the use of the Services or App will be effective, accurate, or reliable; the quality of any Services or App purchased or accessible by you through the Website will meet your expectations; any errors in the Services or App, or any defects in the Website, Services or App will be corrected.
The Service and Content available through the Website and Software may integrate with other third-party service providers such as third-party payment processor services. If you link to Third Party Websites, you may be subjected to those Third-Party Websites’ terms and conditions and other policies. Otterby makes no representation or guarantee as to the accuracy or authenticity of the information contained in any such Third-Party Website, data protection and your linking to any other Website is completely at your own risk, and Otterby disclaims all liability thereto.
Any and all contents and services (including advertising) within Otterby that are not owned by Otterby are “third-party content and services.” Otterby acts merely as an intermediary user of, and accepts no responsibility or liability for third-party content and services. In addition, and without limiting the generality of the foregoing, Otterby may include links to Websites operated by third parties, including advertisers and other content providers. Those Websites may collect data or solicit personal information from you. Otterby does not control such Websites, and is not responsible for their content, policies, or collection, use or disclosure of any information, those Websites may collect.
The Daycare Centre acknowledges that pursuant to this Agreement, the Daycare Centre will have access to Confidential Information of Care Seekers and their children. The Daycare Centre undertakes to keep confidential all data and other confidential information of Care Seekers and children and shall not sell or otherwise make that information available to any third party. Confidential information shall mean and include all information, whether verbal or written, disclosed to the Daycare Centre by Care Seeker(s) but not be limited to any Personal Information and sensitive personal information as defined under the PIPEDA phone numbers, and documents related thereto, or any other information, whether provided orally or in writing, received or to be received by the Daycare Centre. In the event, Otterby becomes aware that the Confidential Information has been disclosed to a Competitor or has been used for the benefit/interest of the Competitor, Otterby can claim such direct and indirect damages as it may suffer due to such losses.
The User agrees and undertake to indemnify and to hold harmless Otterby and other parties determined by Otterby, Otterby affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any data loss, financial losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys’ fees) incurred by reason of (i) any breach or alleged breach by the User of the User’s obligations, responsibilities, representations, or warranties under the Subscription Agreement and/or User Terms and Conditions; (ii) any infringement or unauthorized use of intellectual property rights of Otterby including but not limited to infringement of intellectual property rights of Otterby in the Website/App (iii) any breach of the confidentiality obligations of the User under this Agreement or User Terms and Conditions; (iv) any violation of Otterby policies by the User; (v) any harm to the reputation and goodwill of Otterby directly attributable to the User; and (vi) damage, unauthorized use or loss of the Website/App.
When you send an e-mail or chat electronically with Otterby, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail, phone calls or sms text messages. You agree that all agreements, notices, disclosures and other communications that Otterby provides to you electronically satisfy legal requirements that such communications be in writing.
Except as otherwise agreed upon, we hereby grant you a limited, nonexclusive, non-sub-licensable license to access and use the Platform. You will not use, copy, adapt, modify, decompile, reverse engineer, disassemble, decrypt, attempt to derive the source code, prepare derivative works based upon, distribute, license, sell, rent, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform and Content, except as expressly permitted by Otterby or as permitted under applicable law. Any unauthorized use of the Services is strictly prohibited and will terminate the license granted in these Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.
Otterby will not be liable on Account of any inaccuracy of information on its Website/App. It is the responsibility of the visitor to further research the information on the Website/App. The User undertakes not to duplicate, download, publish, modify and distribute the material on Otterby unless specifically authorized by Otterby in this regard.
In no event shall we, our affiliates or our partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to your conductor of anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users or persons you meet through the Service.
The information presented on or through the Website/App is made available solely for general purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk and responsibility. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website/App or by anyone who may be informed of any of its contents.
OTTERBY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY(I) DATA LOSS (II) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING LOSS OR DAMAGE TO CONTENT), IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OTTERBY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT OTTERBY SHALL NOT BE LIABLE FOR THE CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS. THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU, IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW. THE SERVICES ARE CONTROLLED AND OFFERED BY OTTERBY FROM ITS FACILITIES IN CANADA OR OTHER COUNTRIES. OTTERBY MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH OTTERBY IS TO STOP USING THE OTTERBY PLATFORM, AND TO CANCEL ANY AND ALL OF YOUR OTTERBY ACCOUNTS, IF APPLICABLE.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE OTTERBY NOR ANY PERSON ASSOCIATED WITH THE OTTERBY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. We shall not be liable to you for any loss suffered in relation to your use or inability to use the Website/App without limiting the foregoing, neither the Otterby nor anyone associated with the Otterby represents or warrants that the Website/App, its content or any services or items obtained through the Website/App will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our Website/App or the server that makes it available are free of viruses or other harmful components or that the Website or any services or items obtained through the Website/App will otherwise meet your needs or expectations.
WE MAKE EVERY EFFORT TO VERIFY STATEMENTS AND INFORMATION SUBMITTED BY THE THIRD PARTIES AND OUR USERS, THE INFORMATION COMPILED BY US IS BASED ON INFORMATION SUPPLIED BY VARIOUS INDIVIDUALS AND BUSINESSES, IT DOES NOT REPRESENT THE VIEWS OF OTTERBY AND OTTERBY CANNOT BE HELD RESPONSIBLE FOR ANY OMISSIONS OR INACCURATE CLAIMS THAT MAY APPEAR.
THE OTTERBY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You may not assign these Terms or any of the rights granted hereunder without the prior written consent of Otterby, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, these Terms will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
Failure by either Otterby or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
Otterby shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control; including, without limitation, any failure to perform hereunder due to unforeseen circumstances or causes beyond its control such as acts of God, pandemic(s), war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
The Parties hereby agree that all actions brought in respect of this Agreement, or any Services delivered pursuant to this Agreement, shall be brought before a Competent Court of Ontario, and the parties hereby acknowledge the exclusive jurisdiction of the Competent Courts of Ottawa. Therefore, you agree that: Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Ontario. This Agreement shall be governed by the internal substantive laws of Canada, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a competent court located in, Canada, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights.
Discovery. Each party may (a) request relevant, non-privileged documents from the other party; and (b) request that the other party provide the particulars of its claims or defences. Any such discovery requests must be served on the other party within 10 days after the arbitrator’s appointment. The responding party shall provide the requesting party with all responsive, non-privileged documents, the requested particulars, and/or any objections to the requests within 15 days after receipt of the requests. Any disputes about discovery or requests for extensions shall be submitted promptly to the arbitrator for prompt resolution. In ruling on any discovery dispute or extension request, the arbitrator shall take into consideration the nature, amount, and scope of the underlying arbitration claim, the cost and other effort that would be involved in providing the requested discovery, the case schedule, and whether the requested discovery is necessary for the adequate preparation of a claim or defense.
Communications with the Arbitrator. Whenever communicating with the arbitrator, the parties must include each other – for example, by including the other party on a telephone conference call and copying the other party on any written submissions, such as letters or e-mails. To the extent practicable, conferences with the arbitrator will take place by telephone conference call or e-mail. Ex parte communications are not permitted with any arbitrator.
Confidentiality. Upon either party’s request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted filing of confidential information must be done under seal.
If you have any questions or concerns regarding these Terms or our Services, please contact us through e-mail at firstname.lastname@example.org.