Terms of Use

PUDDDING is a division of Robin Hood Technology Inc. (“RHT”).

THESE TERMS OF USE ARE AN AGREEMENT BETWEEN YOU AND US THAT YOU MUST AGREE TO IN ORDER TO USE THE SITE (AS DEFINED HEREIN), THE APPLICATION (AS DEFINED HEREIN) AND/OR THE PUDDDING SERVICES (AS DEFINED HEREIN). IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE PROHIBITED FROM USING THE PUDDDING SERVICES, THE SITE AND/OR THE APPLICATION.

IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF USE, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU ARE PROHIBITED FROM USING THE PUDDDING SERVICES, THE SITE AND/OR THE APPLICATION.

FOR GREATER CERTAINTY, YOUR CREATION OF A CUSTOMER ACCOUNT (AS DEFINED HEREIN) OR AN AGENCY PROFILE ACCOUNT (AS DEFINED HEREIN) IS HEREBY DEEMED TO BE YOUR AGREEMENT TO THESE TERMS OF USE.

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.

1. PUDDDING Software. As part of the PUDDDING Services, We may provide You with use of the PUDDDING software, including a browser interface, plug-ins into some 3rd party products, web services access and data encryption, transmission, access and storage (collectively, “Software and Storage”). You agree that all of the foregoing shall be used in accordance with these Terms of Use.

2. Receipt of Emails. By agreeing to these Terms of Use, Customers and Agency Customers agree to receive emails from time to time about the PUDDDING Services. When they initially log in, Customers and Agency Customers will be asked whether or not they wish to receive marketing, weekly reports and other non-critical PUDDDING Services-related communications from Us. They may opt out of receiving such non-critical communications at that time or at any subsequent time by choosing the unsubscribe link from such communication. Note that because the PUDDDING Service is a hosted, online application, We may occasionally may need to notify all Customers and Agency Customers (whether or not they have opted out as described above) of important announcements regarding the operation of, or changes to, the PUDDDING Service.

3. Privacy & Security Disclosure; Our privacy policies may be viewed at https://puddding.com/privacy-policy.

We reserve the right to modify our privacy policy and these Terms of Use in our reasonable discretion from time to time.

IF THE REVISED PRIVACY POLICY OR TERMS OF USE ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING THE PUDDDING SERVICES, THE SITE AND/OR THE APPLICATION.

Ceasing to use the PUDDDING Services, the Site and/or the Application does not relieve you of any obligation to pay amounts owing to Us whether pursuant to these Terms of Use or any other agreement between You and Us.

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”.

5. License Grant & Restrictions. Subject to these Terms of Use:

(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.

These Terms of Use does not constitute a sale and, except as otherwise provided in these Terms of Use, does not convey to you any rights of ownership in or related to the Site, the Application, the Content or the PUDDDING Services. The Robin Hood Technology Inc. name, the Robin Hood Technology Inc. logo, and the product names associated with the PUDDDING Services are trademarks of Robin Hood Technology Inc. or third parties, and no right or license is hereby granted to use them.

For the purposes of these Terms of Use, "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

9. Third Party Interactions. During use of the PUDDDING Services, You may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the PUDDDING Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between You and the applicable third-party. We, and our licensors, have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. We do not endorse any sites on the Internet that are linked through the PUDDDING Services. We provide these links to you only as a matter of convenience, and in no event shall We or our licensors be responsible for any content, products, or other materials on or available from such sites. We provide the PUDDDING Services to you pursuant to the terms and conditions of these Terms of Use. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different licenses or other terms prior to your use of or access to such software, hardware or 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.

(d) In addition, We have the right to terminate these Terms of Use and cancel your Customer Account or Agency Profile Account (as the case may be) for failure to pay any amounts due and outstanding within 30 days after written request by Us.

(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.

11. Termination. We may terminate your Customer Account or Agency Profile Account for material breach of these Terms of Use.

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.

13. Indemnification. For the purposes of these Terms of Use:

(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

You agree to defend, hold harmless and indemnify the Covered Parties from and against any claims, liabilities, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including legal and accounting costs, arising out of or in any way connected with: (i) your access to or use of the PUDDDING Services, the Site or the Application; (ii) your breach of these Terms of Use: (iii) your violation of any law or the rights of a third party; and (iv) your use of the PUDDDING Services, the Site, and/or the Application in violation of these Terms of Use. We reserve the right in our discretion to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in connection therewith.

14. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF USE, WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PUDDDING SERVICES OR ANY CONTENT. WE DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE PUDDDING SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE PUDDDING SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) THE PUDDDING SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF USE, THE PUDDDING SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY US.

This Section 14 survives the termination of these Terms of Use.

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.

YOU AGREE THAT A COVERED PARTY SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE, EVEN IF THE COVERED PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAD BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations of liability contained in these Terms of Use reflects the allocation of risk between the parties and You agree they survive the termination of these Terms of Use for any reason. The limitations specified in this Section 15 will survive and will apply even if any limited remedy specified in these Terms of Use is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of Us and our successors and assigns.

16. Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages. You agree that exclusion of warranties and the limitations of liability contained in these Terms of Use will apply to the maximum extent allowed by applicable law.

This Section 16 survives the termination of these Terms of Use.

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.

18. Assignment. These Terms of Use may not be assigned by You without the prior written approval of Us. Any purported assignment in violation of this section shall be void.

19. Applicable Law. These Terms of Use shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

20. Mandatory Arbitration. Except as otherwise provided in this Section 20, no party to these Terms of Use may bring a court action or application against another party to adjudicate any dispute arising out of, under or relating to these Terms of Use (a “Dispute”).

The parties to any Dispute may submit to binding arbitration. Any party to these Terms of Use may commence an arbitration by giving written notice (in this Section, an “Arbitration Notice”) to the other party or parties to the Dispute. Where any party gives an Arbitration Notice to the other party, the parties to such Dispute shall submit to arbitration on the following terms:

(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;

(h) The parties to a Dispute shall keep the arbitration confidential and not disclose any element of the arbitration except to the arbitrator, the parties to these Terms of Use, their counsel and any person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise or as may be required by law;

(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;

(k) The arbitrator's award must be consistent with the limitations of liability contained in these Terms of Use, as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim;

(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;

(m) In the event this mandatory arbitration section is held unenforceable, any dispute arising out of, under or relating to these Terms of Use must be brought exclusively in courts of the Province of Ontario. Notwithstanding the foregoing, We are not required to comply with the mandatory arbitration procedures in the event of actual or threatened infringement, misappropriation or violation of Our Intellectual Property Rights. Nothing in this Section prevents a party from making an application to the courts of another jurisdiction to enforce an award granted by an Ontario court or under the mandatory arbitration procedures of this Section; and

(n) This Section 20 survives any termination of these Terms of Use.

21. General Terms.

(a) If any provision of these Terms of Use are held to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

(b) No joint venture, partnership, employment, or agency relationship exists between You and Us as a result of these Terms of Use or use of the PUDDDING Service.

(c) The failure of Us to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Us in writing.

(d) These Terms of Use comprise the entire agreement between You and Us and supersedes all prior negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.