Otherly Membership Agreement

 

INTRODUCTION

Welcome to IntroJunction Ltd. operating as Otherly. (“Otherly”). By using the services on the Otherly website (www.other.ly), you are agreeing to the following terms, including those available by hyperlink and the general principles for the websites of our subsidiaries and affiliates.  If you have any questions, please contact Hello@Other.ly

Before you become a member of Otherly, you must read and accept all of the terms and conditions in and linked to this Membership Agreement including the Privacy Policy. We recommend that, as you read this Membership Agreement, you also access and read the linked information.

This Membership Agreement is effective on October 1, 2016 for current members, and upon acceptance for new members.

Should you ever change your mind about being an Otherly member, you may cancel this agreement.    

 

USING OTHERLY

While using Otherly, you will not:

  • post inappropriate content or items on the site;
  • violate any laws, third party rights, or our policies;
  • use our sites and services if you are not able to form legally binding contracts, or are temporarily or indefinitely suspended from our sites;
  • interfere with other member’s postings;
  • post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
  • post content that you do not have the right to post (such as, for example, copying someone else’s content without their permission);
  • take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the sites or for using it for purposes unrelated to Otherly);
  • transfer your Otherly account (including feedback) and Member ID to another party without our consent;
  • distribute or post spam, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm Otherly or the interests or property of Otherly’s members;
  • copy, modify, or distribute content from the site and Otherly’s copyrights and trademarks;
  • harvest or otherwise collect information about members, including email addresses, without their consent; or
  • be involved in any act or conduct which impairs the goodwill associated with Otherly’s Marks.

 

CONDUCT

As a member of Otherly, you may enjoy the benefits of using Otherly’s services, and the goodwill associated with being a member of Otherly. You also understand that Otherly’s goodwill is affected, both positively, and negatively, by the actions of its members. Therefore, we reserve the right to suspend or terminate your membership in Otherly if we believe that you, your organization, or your employees have conducted yourself, itself, or themselves, unethically or unprofessionally or are found to have done so by any professional association.

 

ABUSING OTHERLY

Otherly and Otherly’s members work together to keep the site working properly and Otherly’s members safe. Please report problems, offensive content, and policy violations to us.

Without limiting other remedies, we may limit, suspend, or terminate our service and member accounts, prohibit access to our website, delay or remove hosted content, and take technical and legal steps to keep members or former members off the sites if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.

 

FEES AND SERVICES

Joining Otherly is free. We do charge fees for some services, such as greeting cards and gift cards. Some services are provided by our subsidiaries, affiliates, or trusted third parties. When you post something or use a service that has a fee you have an opportunity to review and accept the fees that you will be charged, which we may change from time to time. Unless otherwise stated, all fees are quoted in US Dollars.

 

LIABILITY

You will not hold Otherly responsible for other members’ content, actions or inactions, or the information they publish. Instead, the site is a venue to allow anyone to post and find business and personal opportunities and to permit members to help each other, make introductions to one another, and thank each other in different ways. We are not involved in the actual transaction between members or between members. We have no control over and do not guarantee the truth or accuracy of members’ content or listings, the ability of member to provide the services, at all, or to the satisfaction of the client purchasing such services, the ability or willingness of a member or a client to pay for services, or that a client and Member will actually complete a transaction.

We cannot guarantee continuous or secure access to our services, and operation of the site may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our site. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the total monies you paid to us in the 12 months prior to the action giving rise to the liability.

However, if we enter in or expect to be in a position where we cannot adequately support our users, for any reason whatsoever including going out of business, we make the promise to open-source our entire application as well as give you your and your organization’s data, so that you can continue to benefit from the use of Otherly.

 

RELEASE

If you have a dispute with one or more members, you release us (and our subsidiaries, affiliates, officers, directors, agents, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

 

ACCESS AND INTERFERENCE

Much of the information on the site is updated on a real-time basis and is proprietary or is licensed to Otherly by our members or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the sites for any purpose without our express written permission.

Additionally, you agree that you will not:

  • take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your content) from the site without the prior express written permission of Otherly and the appropriate third party, as applicable;
  • interfere or attempt to interfere with the proper working of the site or any activities conducted on the site; or
  • bypass any measures we may use to prevent or restrict access to the site.

 

PRIVACY

We do not sell or rent your personal information to third parties for their marketing purposes except in accordance with our Privacy Policy. We view protection of members’ privacy as a very important principle.  We store and process your information on computers located in North America that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. For a complete description of how we use and protect your personal information, see the Privacy Policy. If you object to your Information being transferred or used in this way please do not use our services.

 

INDEMNITY

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, affiliates, and employees), harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

 

NOTICES

Except as explicitly stated otherwise, any notices shall be given by registered mail to, Suite 401, 68 Water Street, Vancouver, BC, Canada, V6B 1A4 or to the email address you provide to Otherly during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Otherly during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

 

GENERAL

Otherly is a Canadian Federally incorporated incorporation with head office in Vancouver, Canada and a satellite office in Palo Alto, California.  If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on www.Other.ly. Except as stated elsewhere, all amended terms shall automatically be effective 14 days after they are initially posted. This Agreement may not be otherwise amended except in a writing signed by you and us. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, Liability, Release, Indemnity, and Resolution of Disputes