These Terms of Service (the “Agreement”) constitute a legally binding agreement between DMKware Inc., an Ontario corporation having its registered address at PO Box 2771 Station A, SUDBURY ON, P3A 5J3 (“DMKware”, “Company”, “we”, “us”, or “our”), and any individual or legal entity who accesses or uses the CityApp platform (“User”, “you”, or “your”).
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE PLATFORM OR ANY RELATED SERVICES, YOU INDICATE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS SET OUT HEREIN, YOU MAY NOT USE THE PLATFORM OR SERVICES.
“Platform” means the web-based and/or mobile application known as “CityApp”, including all features, functionality, content, and associated websites, software, APIs, and databases owned and operated by DMKware.
“Services” refers to all services, functionalities, and interactions made available through the Platform.
“User Content” means any data, text, images, videos, audio, or other materials posted, submitted, transmitted, or otherwise made available by Users via the Platform.
“Content” means any and all information, data, and materials provided by DMKware or its licensors, excluding User Content.
2.1. Age Requirement. You must be at least eighteen (18) years of age or the age of majority in your province or territory of residence, whichever is higher, to use the Platform. By using the Platform, you represent and warrant that you meet the foregoing eligibility criteria.
2.2. Capacity to Contract. You further represent that you have full legal capacity to enter into binding contracts, and if acting on behalf of a legal entity, you have the requisite authority to bind that entity to this Agreement.
3.1. Account Creation. You may be required to create a user account to access certain Services. You agree to provide accurate, complete, and current information and to update such information as necessary to maintain its accuracy.
3.2. Account Responsibility. You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account. DMKware shall not be liable for any loss or damage resulting from unauthorized access.
3.3. Suspension and Termination. DMKware reserves the right to suspend, restrict, or terminate your account at its sole discretion, with or without notice, if it believes that you have violated this Agreement or applicable law.
4.1. Grant of License. Subject to compliance with this Agreement, DMKware grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform for lawful purposes.
4.2. Prohibited Conduct. You agree not to:
Use the Platform in violation of any applicable law, including the Criminal Code of Canada or the Canadian Anti-Spam Legislation (CASL);
Reverse engineer, decompile, or attempt to extract the source code of any software associated with the Platform;
Upload, transmit, or distribute any viruses or other harmful code;
Use the Platform for any commercial purposes without DMKware’s prior written consent;
Engage in any activity that could damage, disable, or impair the Platform.
5.1. License to DMKware. By submitting User Content, you grant DMKware a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to use, host, reproduce, adapt, publish, display, and distribute such content solely for the purposes of operating and improving the Platform and Services.
5.2. User Representations. You represent and warrant that:
You own or have the necessary rights to all User Content;
Your User Content does not infringe any third-party intellectual property rights or any applicable laws.
5.3. Monitoring and Removal. DMKware may, but is under no obligation to, monitor, screen, or remove any User Content at its sole discretion.
6.1. Compliance with PIPEDA. DMKware complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable Canadian privacy laws. Any personal information is handled in accordance with our Privacy Policy, attached hereto as schedule ‘A” to this agreement.
6.2. Consent. By using the Platform, you consent to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy.
7.1. Ownership. All right, title, and interest in and to the Platform, including without limitation all trademarks, copyrights, source code, and content (excluding User Content), are and shall remain the exclusive property of DMKware or its licensors.
7.2. No Transfer of Rights. Nothing in this Agreement shall be construed as transferring or granting you any ownership rights in the Platform or Services.
The Platform may provide access to third-party websites, applications, or services (“Third-Party Services”). DMKware is not responsible for the availability or accuracy of such services and shall not be liable for any damages or losses incurred in connection therewith. Your use of such services is at your own risk and subject to the terms of the applicable third party.
9.1. No Warranties. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DMKWARE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE PLATFORM.
9.3. Cap on Damages. IN NO EVENT SHALL DMKWARE’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD \$100) OR THE TOTAL AMOUNT PAID BY YOU TO DMKWARE IN THE SIX (6) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.
9.4. Consumer Protection. Nothing in this section shall limit your statutory rights under the **Consumer Protection Act, 2002 (Ontario)** or any other applicable provincial consumer protection legislation.
You agree to indemnify and hold harmless DMKware, its officers, directors, employees, agents, contractors, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including legal fees on a substantial indemnity basis) arising from:
your use of the Platform;
your User Content; or
your breach of this Agreement or applicable law.
DMKware reserves the right to terminate or suspend your access to the Platform, in whole or in part, without notice or liability, for any reason including breach of this Agreement. Upon termination, all rights granted herein shall automatically revert to DMKware and you must immediately cease all use of the Platform.
12.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the **Province of Ontario** and the **federal laws of Canada applicable therein**, without regard to conflict of law principles.
12.2. Dispute Resolution. Any dispute arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario, and the parties hereby irrevocably attorn to the jurisdiction of said courts.
13.1. Entire Agreement. This Agreement, along with the Privacy Policy and any other applicable policies or supplemental terms, constitutes the entire agreement between you and DMKware regarding the Platform.
13.2. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.3. Waiver. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.
13.4. Assignment. You may not assign or transfer your rights or obligations under this Agreement without DMKware’s prior written consent. DMKware may assign this Agreement at its discretion.
13.5. Force Majeure. Neither party shall be held responsible for any delay or failure to perform any part of this Agreement to the extent such delay or failure results from any cause beyond its reasonable control and without the fault or negligence of the party claiming excusable delay or failure to perform, such as acts of God, acts of war or terrorism, extraordinary acts of the Government of Canada, any province, territory or political subdivision thereof, fires, storms, floods, epidemics, riots, work stoppages, strikes (work stoppages and/or strikes of any of the parties to this Agreement are specifically excluded from the language of this section), embargoes, government restrictions, exchange or market rulings, extreme market volumes or volatility, suspension of trading (whether declared or undeclared), adverse weather or events of nature. Upon an occurrence of an event of force majeure, DMKware cannot insure uninterrupted or error free service or access to the Platform Services or the DMKware Materials and there may be periods where access is delayed, limited or not available.