Back
By submitting this proposal (the “Proposal”), you (hereinafter the “Submitter”) are agreeing to be bound by the terms and conditions hereinafter stipulated (the “Agreement”).

    1. Undertaking re: the Use of this Service: In consideration of the Submitter’s submission and its use of this Site, the Submitter hereby undertakes to provide true, accurate and compete information as may be required by Blind Ferret in connection with the App Selection Process, and to maintain and promptly update any such information to keep it true, accurate and complete.

 

  1. Representations and Warranties: The Submitter hereby represents and warrants the following, the Submitter hereby acknowledging and agreeing that Blind Ferret is relying on such representations and warranties in accepting the submission of the Proposal and without which such submission would have been automatically rejected:
    1. in the event the Submitter is a natural person, that it is eighteen (18) years of age or older;
    2. in the event the Submitter is a person other than a natural person, the Submitter hereby represents and warrants that it:
      1. is duly constituted and registered in the jurisdiction of its constitution, is in good standing of the legislation of such jurisdiction and any other jurisdiction where it carries on business;
      2. is duly licensed, registered and qualified to carry on its business and is up to date in the filing of all returns, as and if applicable;
      3. has conducted its business in compliance with all applicable legislation; and
      4. is not subject to any actions, claims or proceedings, whether voluntary or involuntary, under the applicable bankruptcy and/or insolvency legislation;
    3. it has the full and absolute authority to submit the Proposal and enter into this Agreement, and, as the case may be, any definitive agreements (the “Definitive Agreements”) with Blind Ferret in the event the Proposal is eventually accepted by Blind Ferret following the completion of the App Selection Process;
    4. no third party consent or authorization is required in connection with the submission of the Proposal and, if applicable, the entering into of the Definitive Agreements;
    5. no person or entity has any agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, with respect to:
      1. the purchase of any right, title or interest in and to any of the content of, or the general ownership of, the Proposal or the mobile application described therein (the “App”);
      2. if the Submitter is a person other than a natural person, the purchase, subscription, allotment or issuance of, or conversion into, any shares in the capital of the Submitter, or any other securities of the Submitter, or the purchase or other acquisition from the Submitter of any of its undertaking, property or assets which includes the Proposal and the App that is the subject thereof;
    6. the Submitter owns all, right, title and interest in and to any and all intellectual property rights relating to the Proposal and the App described therein, including, without in anyway limiting the generality of the foregoing, all right, title and interest in and to the source coding relating thereto, all marks used in connection therewith, as well as the general look and feel of the App. The Proposal and/or the App do not infringe, in any manner whatsoever, upon the intellectual property rights of any third party;
    7. the proposed products and/or services offered through the App are legal, and do not violate any applicable legislation; and
    8. the Proposal, or any other document or content submitted by the Submitter through this medium, does not contain any disabling mechanism, computer virus, worm, software lock, drop dead device, framing or mirroring capabilities, horse routine, trap door, time bomb or any other codes, designs, routines or instructions that may be used to access, modify, replicate, distort, delete, damage or disable Blind Ferrets websites, servers and/or systems. Furthermore, the Submitter hereby represents that it shall not take any action, whether directly or indirectly, that may:
      1. damage this Site or allow for the unauthorized access thereto, or any of Blind Ferret’s systems or servers;
      2. that imposes an unreasonable load on Blind Ferret’s infrastructure, or the systems or infrastructure of its third party service providers; or
      3. use any kind of software or device (whether it’s manual or automated) to “crawl” or “spider” any part of the Site.

 

  • Acknowledgments:
    1. Of the Submitter: The Submitter hereby acknowledges the following:
      1. it is solely responsible for all content submitted in the Proposal, as well as all content, material, intellectual property, designs, systems, ect … relating to the App;
      2. Blind Ferret’s business activities include, among others, the creation and development of various products and services, including, without limitation, various internet websites, mobile websites and mobile applications, and that the content of any of same may be identical or similar to certain aspects of, or the whole of, the App. The Submitter hereby waives any and all claims that it may have regarding the identical nature, similarity or resemblance of a Blind Ferret product or service to any aspect of the Proposal or the App;
      3. Blind Ferret will be receiving various business proposals through this Site and other mediums which may be identical to, similar to, or have the same or similar elements as compared to, the Proposal and/or the App. The Submitter acknowledges and agrees that Blind Ferret shall not be liable in any manner whatsoever in connection with the receipt of, or the final acceptance of, any such identical or similar proposal, or the acceptance of same prior to or following the rejection of the Proposal;
      4. subject to the terms of the privacy policy applicable to this Site and the security measures applied hereto, Blind Ferret cannot guaranty that a submitted Proposal will remain private, despite the use, if applicable, of a password-protected area. The Submitter hereby acknowledges that its use of this Site shall be subject to the terms of section 6 (Disclaimer) hereof; and
      5. v. it has no right whatsoever to use Blind Ferret’s marks or other intellectual property in any manner whatsoever.
    2. Of Blind Ferret: Blind Ferret hereby acknowledges that it acquires no right, title or interest in and to the content of the Proposal or in relation to the App, all such right, title and interest being and remaining the property of the Submitter.

 

  • Confidentiality:
    1. “Confidential Information” means all sensitive, proprietary, and/or valuable information, data and materials of the Submitter which becomes known to Blind Ferret, directly or indirectly, either orally, in writing or in any other form pursuant to and in conjunction with this Agreement and which is not in the public domain, including, without limitation: methods of operation, software, programming codes, product development, research and development, business strategies and plans, marketing plans, employee lists, employee information, customer lists, prospective customer lists, trade secrets, financial information and similar information. Confidential Information shall not include information, data and materials that:
      1. is/are independently developed by Blind Ferret without use of the Confidential Information of the Submitter;
      2. become(s) part of the public domain (other than through unauthorized disclosure by Blind Ferret); or
      3. was/were in the possession of Blind Ferret prior to its disclosure thereto by or on behalf of the Submitter, provided that such disclosure to Blind Ferret was not made by any other person or entity in contravention of an obligation of confidentiality to the Submitter or any other party that is known or reasonably ought to be known by Blind Ferret.
    2. During the App Selection Process and, in the event the Proposal is rejected by Blind Ferret, then for a period of three (3) years following such rejection, Blind Ferret shall not disclose or communicate to any person or entity (other than its directors, officers, shareholders, employees, representatives and professional advisors who have agreed to be bound by the confidentiality provisions hereof or who have legal duty to maintain such confidentiality) the Confidential Information without the prior written consent of the Submitter. Blind Ferret shall use the Confidential Information solely and exclusively, and only to the extent necessary, for the purposes of evaluating and discussing the Proposal. Notwithstanding the foregoing, Blind Ferret shall be permitted to disclose the Confidential Information to others if and to the extent such disclosure is compelled by a judicial or governmental request or order, provided Blind Ferret, unless prohibited by such judicial or governmental request or order, gives prompt written notice of such request or order to the Submitter to permit the Submitter to seek an appropriate remedy consistent with applicable law.
    3. Blind Ferret will use all commercially necessary efforts to protect the Confidential Information of the Submitter in its possession from unauthorized access or viewing, theft, misappropriation, tampering or sabotage.
    4. Except as set forth herein, the parties hereto will not disclose, publish or disseminate the terms of this Agreement without the prior written consent of the other party.
    5. Subject to the terms of this Agreement, any Confidential Information shall remain the sole and exclusive property of the Submitter.

 

  • Limitation of Liability: THIS SITE IS USED ON AN “AS IS, WHERE IS” BASIS. IN NO EVENT WILL BLIND FERRET BE LIABLE TO THE SUBMITTER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, GOODWILL, REVENUE OR PROFIT) ARISING OUT OF OR IN CONNECTION WITH, IN ANY MANNER WHATSOEVER, THE SUBMITTER’S ACCESS OR USE OF THIS SITE OR, IN ANY MANER WHATSOEVER, THE SUBMISSION OF THE PROPOSAL, REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BLIND FERRET’S LIABILITY IN CONNECTION WITH THIS PROPOSAL EXCEED ONE HUNDRED DOLLARS ($100.00).

 

  • Disclaimer:

    EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BLIND FERRET DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THIS SITE, THE APP SUBMISSION PROCESS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE. THE SUBMITTER’S ACCESS TO AND USE OF THE SITE (INCLUDING THEIR FUNCTIONS AND CONTENT) IS AT THE SUBMITTOR’S SOLE RISK.

 

  • Indemnification: The Submitter will indemnify, defend and save harmless Blind Ferret and each of its directors, officers, employees, agents, representatives and affiliates from any and all claims, demands, suits, actions, losses, obligations and damages (including reasonable attorney fees, disbursements and other charges) (collectively, “Claims”) arising out of, as a result of or relating in any manner whatsoever to the Submitter’s breach of the representations and warranties made thereby in this Proposal, as well as its use of the Site and the submission of Proposal and the App. Blind Ferret hereby reserves the right to assume the defense of any Claim that is the subject of the present indemnification provision, to the exclusion of the Submitter; however the Submitter hereby undertakes to cooperate with Blind Ferret in asserting any such defenses.

 

  • Rejection of Submitted Proposal for Infringement: Blind Ferret hereby reserves the right to immediately delete or reject, without notice or any liability whatsoever, any Proposal that Blind Ferret, in its discretion, believes to infringe the intellectual property of any third party.

 

  • Enurement and Assignment: This Agreement shall enure to the benefit of and be binding on the successors and permitted assigns of the Submitter. The Submitter may not assign any of its right, title or interest in and to the Proposal without Blind Ferret’s prior written consent, which consent may be unreasonably withheld.

 

  • Governing Law and Jurisdiction: This Agreement shall be construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein. The parties hereto hereby attorn to the exclusive jurisdiction of the courts of the Province of Quebec, District of Montreal. The Submitter hereby irrevocably waives (and irrevocably agrees not to raise) any objection which it may now or hereafter have to the laying of the venue of any proceedings in any such courts and any claim that any such proceedings have been brought in an inconvenient forum. Judgment in any such proceedings in such court shall be conclusive and binding upon Blind Ferret and the Submitter and may be enforced with courts of any other jurisdiction. Process may be served on either party in the manner authorized by applicable law or court rule.
Posted Under: Uncategorized
Tags:

Comments are closed.