Last Updated: July 27, 2016

1. GENERAL

Spare Sports (“SS”) provides services through its website, programs and computer servers, including but not limited to classified advertising and email forwarding (“sparesports.com”). By accessing or using sparesports.com, you are a deemed to be a “user” and you accept and agree to be bound by the terms below (the “Terms of Use”) as a legal and enforceable contract between you and SS. SS may post changes to the Terms of Use at any time, and any such changes will be applicable to all subsequent access to or use of.

If you do not accept and agree to all provisions of the Terms of Use, now or in the future, you may reject the Terms of Use by immediately terminating all access and use of sparesports.com, in which case any continuing access or use of sparesports.com is unauthorized. You are also required to comply with, and to ensure compliance with all laws and regulations applicable to your activities.

sparesports.com is intended and designed for users 18 years of age and older, and access or use by anyone younger is not authorized.

2. LICENSE

These Terms of Use grant you a limited, revocable, nonexclusive license to access sparesports.com. The use of sparesports.com, in whole or in part, including but not limited to the intellectual property contained therein, must be used solely in compliance with the Terms of Use.

The Terms of Use do not authorize you to use “sparesports.com.com”, “SS” or any similar or related marks for any use pertaining to the sale of clothing, classified advertising, internet advertising, social networks, online communication services or any similar or related use, or any other use that is likely to cause confusion on the part of, to cause mistake by or to deceive the public as to any affiliation, connection, association, origin, sponsorship, approval or endorsement by or with sparesports.com.

3. MONITOR

SS has the right, but not the obligation, to regulate content (which includes, but is not limited to, postings, text, code, images, video, binary files, ads, accounts, account information, flags, emails, messages and any other user communications (“content”)) posted to, stored on or transmitted via sparesports.com by any user (or any other third party in any manner); to regulate conduct (including but not limited to any authorized or unauthorized access to or use of sparesports.com) by any user (or any other third party in any manner); and to enforce the Terms of Use, for any reason and in any manner or by any means that SS, in its sole discretion, deems necessary or appropriate (including but not limited to automated and manual screening, blocking, filtering, exclusion from search results, authorization, verification, and the deletion and/or termination of content, accounts and/or all or any use or access). SS may, in its sole discretion and without notice, start, stop or modify any regulation or enforcement measures at any time. SS action or inaction to regulate content or conduct or to enforce against any potential violation of the Terms of Use by any user (or any other third party) does not waive SS’s right to implement or not implement regulation or enforcement measures with respect to any subsequent or similar content, conduct or potential violation of the Terms of Use.

You also understand and agree that any action or inaction by SS or any of its directors, officers, shareholders, employees, consultants, agents or representatives (collectively, “SS Representatives”) to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of the Terms of Use is undertaken voluntarily and in good faith, and you expressly agree that neither SS nor any SS Representative shall be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of the Terms of Use.

Although SS Representatives may monitor content, conduct and compliance with the Terms of Use on sparesports.com at SS’s discretion, SS Representatives have no authority to make binding commitments, promises or representations to anyone that they or anyone else on behalf of SS will address any alleged problem or complaint, or that they or anyone else on behalf of SS will otherwise stop, cure or prevent any problem, content, conduct or purported violation of the Terms of Use from occurring or recurring. Accordingly, you further agree that any representation (written or verbal) by any SS Representative (or by anyone else acting on behalf of SS or by anyone purportedly acting on behalf of SS) that SS (including but not limited to any SS Representative, anyone else acting on behalf of SS, or anyone purportedly acting on behalf of SS) would or would not prevent, restrict, redress or regulate content (including, without limitation, screen, block, moderate, review, remove, terminate, delete, edit or otherwise stop, cure or exclude any content), or to implement other enforcement measures against any content, conduct or potential or purported violation of the Terms of Use is superseded by this provision and is nonbinding and unenforceable. Specifically, you agree that SS, SS Representatives and anyone else authorized to act on behalf of SS shall in no circumstance be liable as a result of any representation that SS, an SS Representative or anyone else on behalf of SS would or would not restrict or redress any content, conduct or potential or purported violation of the Terms of Use. This paragraph may not be modified, waived or released under any circumstances.

SS also has the right in its sole discretion to limit, modify, interrupt, suspend or discontinue all or any portions of sparesports.com at any time without notice. SS and SS Representatives shall not be liable for any such limitations, modifications, interruptions, suspensions or discontinuance, or any purported losses, harm or damages arising from or related thereto.

4. CONTENT

SS does not control, is not responsible for and makes no representations or warranties with respect to any user content. You are solely responsible for your access to, use of and/or reliance on any user content. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user content.

You are also responsible for any content that you post or transmit and, if you create an account, you are responsible for all content posted or transmitted through or by use of your account.

Content prohibited from sparesports.com includes but is not limited to: (1) illegal content; (2) content in facilitation of the creation, advertising, distribution, provision or receipt of illegal goods or services; (3) offensive content (including, without limitation, defamatory, threatening, hateful or pornographic content); (4) content that discloses another’s personal, confidential or proprietary information; (5) false or fraudulent content (including but not limited to false, fraudulent or misleading responses to user ads transmitted via sparesports.com); (6) malicious content (including, without limitation, malware or spyware); (7) content that offers, promotes, advertises, or provides links to posting or auto-posting products or services, account creation or auto-creation products or services, flagging or auto-flagging products or services or any other product or service that if utilized with respect to sparesports.com would violate these Terms of Use or SS’s other legal rights; and (8) content that offers, promotes, advertises or provides links to unsolicited products or services.

You automatically grant and assign to SS, and you represent and warrant that you have the right to grant and assign to SS, a perpetual, irrevocable, unlimited, fully paid, fully sub-licensable (through multiple tiers), worldwide license to copy, perform, display, distribute, prepare derivative works from (including, without limitation, incorporating into other works) and otherwise use any content that you post. You also expressly grant and assign to SS all rights and causes of action to prohibit and enforce against any unauthorized copying, performance, display, distribution, use or exploitation of, or creation of derivative works from, any content that you post (including but not limited to any unauthorized downloading, extraction, harvesting, collection or aggregation of content that you post).

You agree to indemnify and hold SS and SS Representatives harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of: (a) content that you post or transmit (including but not limited to content that a third-party deems defamatory or otherwise harmful or offensive); (b) activity that occurs through or by use of your account (including, without limitation, all content posted or transmitted); (c) your use of or reliance on any user content; and (d) your violation of the Terms of Use. This indemnification obligation includes the payment of any professional fees, including but not limited to, legal fees and costs incurred by SS or SS Representatives on a full indemnity basis. This indemnification obligation survives the termination of your use of sparesports.com for any reason whatsoever.

5. CONDUCT

SS does not control, is not responsible for and makes no representations or warranties with respect to any user or user conduct. You are solely responsible for your interaction with or reliance on any user or user conduct. You must perform any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user or user conduct.

You are also responsible for your own conduct and activities on, through or related to sparesports.com, and, if you create an account on sparesports.com, you are responsible for all conduct or activities on, through or by use of your account.

You agree to indemnify and hold SS and SS Representatives harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of your own conduct or activities on, through or related to sparesports.com or SS, and related to or arising out of any conduct or activities on, through or by use of your sparesports.com account, if any. This indemnification obligation includes payment of any lawyers’ fees and costs incurred by SS or SS Representatives on a full indemnity basis.

6. POSTINGS

Users may not circumvent any technological measure implemented by SS to restrict the manner in which content may be posted on sparesports.com or to regulate the manner in which content may be transmitted to other users. This prohibition includes, without limitation, a ban on the use of multiple accounts (created via an email address generator or otherwise); the use of multiple email addresses; the use of multiple IP addresses (via proxy servers, modem toggling, or otherwise); CAPTCHA circumvention, automation or outsourcing; fraudulent sparesports.com accounts, including phone-verified accounts; URL shortening, obfuscation or redirection; use of multiple phone lines or phone forwarding for verification; and content obfuscation via HTML techniques, printing text on images, inserting random text or content “spinning.”

It is expressly prohibited for any third party to post content to sparesports.com on behalf of another. Users must post content only on their own behalf, and may not permit, enable, induce or encourage any third party to post content for them.

It is expressly prohibited to post content to sparesports.com using any automated means. Users must post all content personally and manually through all steps of the posting process. It is also expressly prohibited for any user to develop, offer, market, sell, distribute or provide an automated means to perform any step of the posting process, in whole or in part.

Affiliate marketing is expressly prohibited on sparesports.com. Users may not post content or communicate with any sparesports.com user for purposes of affiliate marketing or in connection with any affiliate marketing system, scheme or program in any manner whatsoever.

7. ACCOUNTS

Each user is restricted to no more than one account. A user specifically may not create or use additional accounts for the purpose of circumventing technological restrictions or security measures in the posting process or otherwise for posting content in violation of the Terms of Use. A user must only use his/her own account and may not use any account of another.

The transfer, assignment or the purchase and sale of accounts is expressly prohibited. A user must create his/her account personally and manually and may not create accounts by any automated means. Without limitation, this includes the obligation that the user personally and manually solves any CAPTCHA challenge in the account creation process. The circumvention of any technological restriction or security measure in the account creation process is also expressly prohibited.

8. UNAUTHORIZED ACCESS AND ACTIVITIES

To maintain the integrity and functionality of sparesports.com for its users, access to sparesports.com and/or activities related to sparesports.com that are harmful to, inconsistent with or disruptive of sparesports.com and/or its users’ beneficial use and enjoyment of sparesports.com are expressly unauthorized and prohibited. For example, without limitation:

  1. a) The collection of sparesports.com users’ personal information (including but not limited to email addresses, IP addresses and telephone numbers) is not allowed for any purpose.
  2. b) Any copying, aggregation, display, distribution, performance or derivative use of sparesports.com or any content posted on sparesports.com whether done directly or through intermediaries (including but not limited to by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds) is prohibited. As a limited exception, general purpose Internet search engines and noncommercial public archives will be entitled to access sparesports.com without individual written agreements executed with SS that specifically authorize an exception to this prohibition if, in all cases and individual instances: (a) they provide a direct hyperlink to the relevant sparesports.com website, service, forum or content; (b) they access sparesports.com from a stable IP address using an easily identifiable agent; and (c) they comply with the Terms of Use; provided however, that SS may terminate this limited exception as to any search engine or public archive (or any person or entity relying on this provision to access sparesports.com without their own written agreement executed with SS), at any time and in its sole discretion, upon written notice, including, without limitation, by email notice.
  3. c) Any access to or use of sparesports.com to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with sparesports.com (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts or circumvent and/or automate technological security measures or restrictions) is prohibited. This prohibition specifically applies but is not limited to software, programs, applications and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology or product that exists now or in the future.
  4. d) If you access sparesports.com or copy, display, distribute, perform or create derivative works from sparesports.com webpages or other SS intellectual property in violation of the Terms of Use or for purposes inconsistent with the Terms of Use, your access, copying, display, distribution, performance or derivative work is unauthorized. Circumvention of any technological restriction or security measure on sparesports.com or any provision of the Terms of Use that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of sparesports.com webpages on your computer or computer server constitute “copies” under the Copyright Act, RSC 1985, c C-42.
  5. e) Any effort to decompile, disassemble or reverse engineer all or any part of sparesports.com in order to identify, acquire, copy or emulate any source code or object code is expressly prohibited.
  6. f) Any activities, including but not limited to posting voluminous content, that are inconsistent with use of sparesports.com in compliance with the Terms of Use or that may impair or interfere with the integrity, functionality, performance, usefulness, usability or quality of all or any part of sparesports.com in any manner are expressly prohibited.
  7. g) Any attempt (whether or not successful) to engage in, or to enable, induce, encourage, cause or assist anyone else to engage in, any of the above unauthorized and prohibited access and activities is also expressly prohibited and is a violation of the Terms of Use.
  8. USER COMMUNICATIONS, TRANSACTIONS, INTERACTIONS, DISPUTES AND RELATIONS

SS and SS Representatives are not parties to, have no involvement or interest in, make no representations or warranties as to, and have no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other user, person or organization (“your interactions with others”). You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research or due diligence with respect to your interactions with others.

You agree to indemnify and hold SS and SS Representatives harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of your interactions with others. This indemnification obligation includes payment of any lawyers’ fees and costs incurred by SS or SS Representatives on a full indemnity basis.

10. FEES

SS may charge a fee to post content or for other features, products, services or licenses. You are responsible to SS for any fees applicable to content that you post or other features, products, services or licenses you purchase or that are purchased through your account. You authorize SS, or its designated payment processor, to charge your specified credit card, debit card or other payment method for such fees.

Unless otherwise specified, all fees and charges are in Canadian dollars. Any applicable sales or other taxes are additional to the stated fee. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider.

Except as required by law, all fees are nonrefundable, including, without limitation, in situations where paid posts are removed by SS for being in violation of the Terms of Use, in SS’s sole discretion. Payments and purchases may not be canceled by the user, except as required by law. However, SS reserves the right to refuse or terminate any purchase or attempted purchase at any time in its sole discretion. You understand and agree that if you authorize a payment transaction with your credit card, debit card or other payment method, but your charge is rejected for any reason, there may be a hold on your use of that transaction amount for several days.

11. DISCLAIMERS

YOUR ACCESS TO, USE OF AND RELIANCE ON SPARESPORTS.COM AND CONTENT ACCESSED THROUGH SPARESPORTS.COM IS ENTIRELY AT YOUR OWN RISK. ALL ASPECTS OF SPARESPORTS.COM IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.

ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) ARE EXPRESSLY DISCLAIMED.

WITHOUT LIMITING THE FOREGOING, SS ALSO DISCLAIMS ALL WARRANTIES FOR OR WITH RESPECT TO: (A) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF SPARESPORTS.COM AND CONTENT ACCESSED THROUGH SPARESPORTS.COM; (B) COMPUTER WORMS, VIRUSES, SPYWARE, ADWARE AND ANY OTHER MALWARE, MALICIOUS CODE OR HARMFUL CONTENT OR COMPONENTS ACCESSED, RECEIVED OR DISSEMINATED THROUGH, RELATED TO OR AS A RESULT OF SPARESPORTS.COM OR CONTENT ACCESSED THROUGH SPARESPORTS.COM; (C) ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS OR GOODS PROMISED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS OR COMMUNICATIONS THROUGH, RELATED TO OR AS A RESULT OF USE OF SPARESPORTS.COM OR CONTENT ACCESSED THROUGH SPARESPORTS.COM (INCLUDING, WITHOUT LIMITATION, ACCESSED THROUGH ANY LINKS ON SPARESPORTS.COM OR IN CONTENT).

THESE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

12. LIMITATIONS OF LIABILITY

SS AND SS REPRESENTATIVES SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON SPARESPORTS.COM OR CONTENT ACCESSED THROUGH SPARESPORTS.COM BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO SPARESPORTS.COM OR CONTENT ACCESSED THROUGH SPARESPORTS.COM, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJUNCTIVE RELIEF AS WELL AS FOR ANY HARM, INJURY, LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU OR ANYONE ELSE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF SS OR ANY SS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF, BUT IS NOT RESTRICTED TO, WHETHER THE ALLEGED LIABILITY, HARM, INJURY, LOSS OR DAMAGES AROSE FROM AUTHORIZED OR UNAUTHORIZED ACCESS TO OR USE OF SPARESPORTS.COM OR CONTENT ACCESSED THROUGH SPARESPORTS.COM; ANY INABILITY TO ACCESS OR USE SPARESPORTS.COM OR CONTENT ACCESSED THROUGH SPARESPORTS.COM; OR ANY REMOVAL, DELETION, LIMITATION, MODIFICATION, INTERRUPTION, SUSPENSION, DISCONTINUANCE OR TERMINATION OF SPARESPORTS.COM OR CONTENT ACCESSED THROUGH SPARESPORTS.COM.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES RESULTING FROM ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES PROMISED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS, COMMUNICATIONS OR RELATIONS THROUGH, RELATED TO OR AS A RESULT OF SPARESPORTS.COM OR CONTENT ACCESSED THROUGH SPARESPORTS.COM (INCLUDING, WITHOUT LIMITATION, ANY LINKS ON SPARESPORTS.COM AND LINKS IN CONTENT ACCESSED THROUGH SPARESPORTS.COM).

You hereby release SS and each of the SS Representatives, and their respective subsidiaries, affiliates, successors, predecessors, assigns, heirs, service providers and suppliers, from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to sparesports.com or content accessed through sparesports.com, or any interactions with others arising out of or related to sparesports.com or content accessed through sparesports.com.

THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

13. NOTIFICATION OF CLAIMS OF INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights (including trademark rights) have been otherwise violated, please provide written notice to:

Email Address:________________________

14. INJUNCTIVE RELIEF

You acknowledge and agree that any violation or breach of the Terms of Use may cause SS immediate and irreparable harm and damages; consequently, notwithstanding any other provision of the Terms of Use or other applicable legal requirements, SS has the right to, and may in its discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief regarding any violation or breach of the Terms of Use. In addition to any and all other remedies available to SS in law or in equity, SS may, but is not obliged to, seek specific performance of any term in the Terms of Use, including but not limited to by preliminary or permanent injunction, or immediately and unilaterally terminate or suspend your access to or account with sparesports.com and neither SS or any SS Representative shall be held liable for any damages or losses caused as a result of such immediate and unilateral termination.

In addition to any injunctive relief, you agree to pay to SS the total amount of all actual damages (including but not limited to direct, indirect, consequential and incidental damages) caused by any violation of the Terms of Use for which you bear responsibility.

15. MISCELLANEOUS

These Terms of Use constitute the entire agreement between you and SS and supersede any prior written or oral agreement. Other than the SS Representatives (who are expressly included as named third-party beneficiaries of the Terms of Use), there are no third-party beneficiaries to the Terms of Use.

Any and all claims, causes of action or disputes whatsoever between you and SS arising out of or related to the Terms of Use, sparesports.com or content accessed through sparesports.com shall be governed by the laws of the Province of Ontario, Canada without regard to conflict or choice of law principles. You and SS agree that any such claims, causes of action or disputes shall be brought exclusively in courts located within the City of Toronto, Ontario, and you and SS agree to submit to the exclusive jurisdiction of such courts. If any provision of the Terms of Use is found by a court of competent jurisdiction to be unenforceable, all other provisions of the Terms of Use shall remain in full force and effect.