PUDDDING is a division of Robin Hood Technology Inc. (“RHT”).
The PUDDDING Services are offered by RHT and/or its subsidiaries, affiliates or related parties (collectively, “We” or “Us”) at PUDDDING.com and any other websites owned or operated by any of them (collectively, the “Site”) and by way of any application for mobile devices through which we make the PUDDDING Services available (collectively, the “Application”).
“PUDDDING Services” include:
A. Rankings of international marketing and advertising agencies (“Agencies”) using our proprietary ranking algorithms (our “Proprietary Ranking Algorithms”).
B. The provision of a profile page for each Agency (an “Agency Profile Page”) containing such Agency’s ranking and other data about the Agency.
C. The ability for entities who are seeking Agencies to provide marketing or advertising services to create an account with Us (a “Customer Account”), which includes the ability to create a profile page (a “Customer Profile Page”) on our Site that can be viewed by the public. An entity that has created a Customer Account with us is herein referred to as a “Customer”.
D. The ability for an Agency to create an account with Us (an “Agency Profile Account”), which allows the Agency to access its Agency Profile Page and to add or change certain data on such Profile Page. An Agency that creates an Agency Profile Account with Us is herein referred to as an “Agency Customer”.
E. The ability for Customers and Agencies to advertise on our Site.
F. A matching service that matches Agency Customers with prospective Customers.
G. Consulting services.
3. Privacy & Security Disclosure; Our privacy policies may be viewed at https://puddding.com/privacy-policy.
4. Content. Our ranking of Agencies using our Proprietary Ranking Algorithms is herein referred to as “Proprietary Rankings”. Our Proprietary Rankings and other proprietary or non-proprietary content displayed on Our Site or the Application, or as otherwise provided to Customers or Agencies, is herein referred to as “Content”.
(a) We hereby grant to You a non-exclusive, worldwide right to use the Site, the Application and the Software and Storage solely for your own internal business purposes.
(b) We hereby grant to You a non-exclusive, non-transferable, worldwide right to use the Content solely for your own internal business purposes. Notwithstanding, the foregoing, You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the PUDDDING Services, the Proprietary Rankings, the Software and Storage or the Content in any way; (ii) modify or make derivative works based upon the PUDDDING Services, the Proprietary Rankings, the Software and Storage or the Content; (iii) create Internet "links" to the PUDDDING Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the PUDDDING Services, the Proprietary Ranking Algorithms, the Software and Storage, the Site or the Application: (I) to build a competitive product or service; (II) to build a product using similar ideas, features, functions or graphics of the PUDDDING Services; or (III) to copy any ideas, features, functions or graphics of the PUDDDING Services.
(c) You may use the PUDDDING Services only for your internal business purposes and You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the PUDDDING Services or the data contained therein; or (v) attempt to gain unauthorized access to the PUDDDING Services or its related systems or networks.
(d) All rights not expressly granted to You are reserved by Us and our licensors.
6. Your Responsibilities. You are responsible for all activity occurring under your Customer Account or Agency Profile Account, as the context requires, and You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the PUDDDING Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Us immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by You; and (iii) not impersonate another Customer or Agency Customer or provide false identity information to gain access to or use the PUDDDING Services.
7. Account Information and Data. Any data You provide to us is herein referred to as “Customer Data”. We will make reasonable endeavors to backup Customer Data every 24 hours. We will not at any time retrieve Your Customer Data if it is accidentally or otherwise delete by You. In the unlikely case where Your Customer Data is lost because of software or hardware malfunction, We will endeavor to restore to the most recent successful backup. We take no responsibility whatsoever whether implied or otherwise for the quality or frequency of data backup.
We do not own Your Customer Data. You have sole responsibility for the input accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your Customer Data, and We are not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Customer Data. In the event Your Customer Account or Agency Profile Account, as the case may be, is terminated for any reason, We will make available to you a file of Your Customer Data within 30 days of termination if You so request at the time of termination. We will not remove or discard Customer Data without first providing written notice to You and giving You a reasonable opportunity to request Your Customer Data.
During your use of the PUDDDING Services, We will archive certain information as well as keep some usage and statistical information. In all cases, We reserve the right to delete archived, usage and statistical data irretrievably once it is older than three (3) months.
8. Intellectual Property Ownership We alone (and our licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights (as defined herein), in and to the Site, the Application, the Content and the PUDDDING Services.
You hereby grant Us an non-exclusive, perpetual, worldwide license to use without restriction any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You to Us with respect to the Site, the Application, the Content and/or the PUDDDING Services.
10. Advertising. We offer Customers and Agency Customers the opportunity to purchase advertising through us, including advertising on our Site (collectively, “Advertising Services”). If You choose to use our Advertising Services, the following terms apply:
(a) You agree to pay the then current rates for advertising You request.
(b) You will provide Us with a valid credit card and authorization to charge such credit card for advertising in advance of each advertising campaign.
(c) In the event We commence advertising for You prior to full payment, we have the right to cease any advertising for You until such time as your account is paid in full.
(e) Where You pay per “click” each time a person clicks on a link on Our Site to Your advertisement, You agree that we are not responsible if a non-human clicks the link (i.e. robots) and each click whether human or robot counts against the number of clicks You purchased.
(f) We have the right to reject any advertisement for any reason in our sole discretion.
You may cancel your Customer Account or Agency Profile Account, as the case may be, by providing us with 15 days written notice. Notwithstanding such cancellation, you must pay all changes then due and outstanding within such 15 day period.
12. Representations & Warranties. You represent and covenant that all information You provide to Us will be accurate, true and complete. Additionally you covenant that You will provide Us with updated information in a timely manner should information You provide to Us subsequently become untrue, inaccurate or incomplete.
(a) “RHT Parties” means: (i) RHT and our parent organizations, subsidiaries, affiliates; and (ii) each of their respective officers, directors, employees, attorneys and agents;
(b) “Licensor Parties” means: (i) each of our licensors and their parent organizations, subsidiaries and affiliates; and (ii) each of their respective officers, directors, employees, attorneys and agents; and
(c) “Covered Parties” means the RHT Parties and the Licensor Parties.
15. Limitation of Liability IF ANY COVERED PARTY IS FOUND LIABLE TO YOU, YOU AGREE THAT THE RECOVERY BY YOU OF DAMAGES AND COSTS FROM SUCH COVERED PARTY IS HEREBY CAPPED AT A MAXIMUM OF $500.00.
17. Notice. We may give notice to You by means of an email to your email address on record in our account information, or by written communication sent by first class mail or pre-paid post to your address on record in our account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Us (such notice shall be deemed given when received by Us) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Us at the following address: Robin Hood Technology, PO Box 95 Orangeville, Ontario L9W 2Z5 addressed to the attention of: Chief Executive Officer.
(a) Except as modified by this Section 20, arbitration will be governed by the provisions of the Arbitrations Act, 1991 (Ontario) (in this Section, the “Arbitrations Act”);
(b) Any party may bring any application permitted under the Arbitrations Act;
(c) The parties to the Dispute shall make reasonable efforts to appoint a mutually acceptable arbitrator within 20 days after the Arbitration Notice is sent by the party requesting the arbitration to the other party (in this Section, the “Arbitrator Choice Period”). If the parties fail to appoint an arbitrator during the Arbitrator Choice Period, any party to the Dispute may apply to a judge of the Ontario Superior Court of Justice at any time after the expiry of the Arbitrator Choice Period to appoint an arbitrator;
(d) The parties to a Dispute shall instruct any arbitrator chosen or appointed that time is of the essence in the arbitration proceeding and request that the arbitrator make his arbitration award within 30 days after the conclusion of the arbitration;
(e) The parties to a Dispute shall instruct the arbitrator to give his arbitration award in writing;
(f) Except as provided this Section 20, the arbitration award is final and binding on the parties to a Dispute and not subject to any appeal;
(g) The parties to a Dispute shall instruct the arbitrator to deal with the question of costs of the arbitration and all related matters. Notwithstanding the foregoing sentence, the parties may deliver settlement offers and cost consequences and the parties shall instruct the arbitrator to deal with such settlement offers in a manner analogous to Rule 49 of the Ontario Rules of Civil Procedure. The costs of arbitration include the arbitrators' fees and expenses, the provision of a reporter and transcripts, reasonable legal fees and reasonable costs of preparation;
(i) Unless both You and We otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding;
(j) The arbitrator has no authority to make errors of law and any award may be appealed to the Ontario Superior Court of Justice for an arbitrator’s error of law;
(l) To the extent allowed by applicable law, You agree that You will bring any claim or cause of action arising out of, from or relating to these Terms or Use or your access or use of the PUDDDING Services, the Site and/or the Application within one (1) year from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived;
21. General Terms.