1. Acceptance Condition of Use. You must accept these Terms and Conditions in order to use the Service. If you do not accept these Terms and Conditions, you may not use the Service. By using the Service, you will be deemed to have accepted these Terms and Conditions.
2. Changes to Terms and Conditions. These Terms and Conditions may be amended from time to time by Licensor in its sole discretion. You will be notified in advance of any changes to these Terms and Conditions. Any such changes will be published and/or made available on www.gooseeyes.com/▲ or on the Licensor mobile applications. In order to continue using the Service, you must accept the amended Terms and Conditions. If you do not accept the amended Terms and Conditions, you may not continue using the Service. By continuing to use the Service, you will be deemed to have accepted the amended Terms and Conditions.
3. Permitted User. Your use of the Service is as a “Permitted User”. A “Permitted User” is any employee of other personnel of a subscriber of the Service (the “Customer”) that has been authorized by the Customer to access and use the Service. In addition to these Terms and Conditions, your right to use the Service is subject to the subscription agreement between the Customer and Licensor (the “Subscription Agreement”).
4. Licence. The Service is licensed and not sold. As a Permitted User, and subject to you agreeing to these Terms and Conditions, you have a revocable, non-exclusive, non-transferrable, non-sublicensable, royalty free, right and licence to install the Service (in the case of the iOS or Android application of the Service) and use the Service for the sole purpose of conducting the Customer’s business at the locations specified in your user profile (the “Permitted Purpose”). Your license and right to use the Service may be terminated by the Customer at any time or by Licensor (i) upon the expiry, non-renewal, or termination of the Subscription Agreement, (ii) upon the Customer’s breach of the Subscription Agreement or the Terms and Conditions, or (iii) upon your breach of these Terms and Conditions. Any such termination shall be without any liability whatsoever by Licensor to you.
5. Use of Service. When using the Service, you agree to comply with all federal, provincial, state, local and other applicable laws including, without limitation, copyright law.
6. Licensor Property. Except as expressly set out in Section 4, nothing in these Terms and Conditions shall be construed as a grant or transfer of any right, title or interest in and to the Service and all intellectual property in connection therewith (collectively, the “Licensor Property”). The Licensor reserves all rights not expressly granted under these Terms and Conditions and no other rights are licensed to you.
7. Restrictions. You agree not to directly or indirectly use or access the Service in any way and for any reason except for the Permitted Purpose. You agree that you will not directly or indirectly:
   1. copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Licensor Property;
   2. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Licensor Property, or any part thereof;
   3. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Licensor Property, including any copy thereof;
   4. rent, lease, lend, sell, sublicense, assign, distribute, publish, broadcast, transfer, convey, virtualize or otherwise make available the Software or Services, or any features or functionality of the Licensor Property, to any third party for any reason, including by making the Licensor Property available on a network where it is capable of being accessed by more than one device at any time;
   5. remove, disable, circumvent, or otherwise create or implement any workaround to any technical restrictions, limitations, copy protection, rights management, or security features in or protecting the Licensor Property;
   6. use Licensor Property in any way that could interfere with anyone else’s use of Licensor Property, or to try to gain access to or use any service, data, account, or network, in an unauthorized manner;
   7. use the Licensor Property for any unlawful purpose, or in violation of any third-party rights.
8. Term. These Terms and Conditions shall be effective upon your acceptance of them and shall continue until your licence to use the Service is terminated in accordance herewith provided, however, that the termination of these Terms and Conditions shall not relieve any party hereto from any obligations which accrued prior to termination, and shall not destroy or diminish the binding force and effect of any of terms or conditions that expressly or by implication come into or continue in effect on or after termination or expiration.
9. Functionality and Features. You acknowledge and agrees that your use of the Service shall be limited to the features and functionality of the Service as made available by the Licensor from time to time and that in Licensor’s sole and absolute discretion, the features and functionality of the Service may be changed, added, or removed from time to time.
10. Service As-Is, Where-Is. THE SERVICE PROVIDED BY LICENSOR IS ON AN “AS IS WHERE IS” BASIS AND EXCEPT AS EXPRESSLY STATED HEREIN, LICENSOR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER TO YOU WITH RESPECT TO THE SERVICE INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
11. Limitation of Liability. In no event shall the Licensor be liable to you for any losses or damages whatsoever in connection with your use of the Services including, without limitation, any direct, indirect, special or consequential damages, whether any such loss or damages may be based upon principles of contract, warranty, negligence or other tort, the failure of any limited or exclusive remedy to achieve its essential purpose, or for any other reason whatsoever. If under applicable laws you are entitled to recover damages from the Licensor even though these Terms and Conditions do not, such damages shall be limited to $50.00.
12. Conflicts or Inconsistencies. In the event of any conflict or inconsistency between these Terms and Conditions and the Subscription Agreement, then these Terms and Conditions shall prevail.
13. No Sharing of Login Credentials. Your login credentials and your right to use the Service are personal to you and neither may be shared with any other person regardless of whether such other person is a Permitted User.
14. Customer Data. As used in these Terms and Conditions, “Customer Data” means the information and content that you upload or input into the Service or otherwise provide to the Licensor through the use of the Service including customer information, staff information, personal information, images and videos, and pricing information. You acknowledge and agree that as between you and the Customer, the Customer shall have all right, title and interest in and to the Customer Data. You further agree to the following with respect to the Customer Data that you provide:
    1. at the time of use or disclosure that you or the Customer shall have the right to use and/or disclose such Customer Data;
    2. with respect to any Customer Data that is personal information about an identifiable individual, that at the time of use or disclosure that you or the Customer shall have obtained all necessary consents necessary to enable the Licensor to collect, use, disclose, and process such Customer Data for the purposes of providing the Service including, without limitation, the disclosure of such information to third party service providers such as payment processors;
    3. any use and disclosure of Customer Data shall be in compliance with all applicable laws,
    4. Customer Data shall not infringe upon any third party rights including, without limitation, third party intellectual property rights,
    5. You or the Customer shall be solely responsible for the accuracy, quality, integrity, reliability and appropriateness of Customer Data and Licensor shall not have any responsibility for monitoring or reviewing Customer Data whatsoever, and
    6. Customer Data shall not contain any objectionable, inappropriate, offensive, obscene, harmful, violent, unsuitable, illegal, hateful, harassing, fraudulent, libelous, defamatory, sexual, threatening, abusive, or other objectionable content or content that may expose Licensor to any actual or potential civil or criminal liability (all as determined by Licensor in its sole discretion).
15. Indemnification. You hereby agree to defend, indemnify and hold Licensor, its affiliates and their respective shareholders, directors, officers, employees, contractors, agents and representatives harmless from and against any out-of-pocket damages, liabilities, obligations, costs, expenses, losses, fines, penalties, fees and interest, including, without limitation, reasonable legal fees and expenses, judgements, court costs, arbitration fees and amounts paid in settlement of claims arising out of any third party claim, action, cause of action or demand resulting from or relating to your use or misuse of the Service including any breach of these Terms and Conditions.
16. Successors and Assigns. These Terms and Conditions shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, and other legal representatives, successors and permitted assigns, as applicable. You may not assign these Terms and Conditions without the prior written consent of Licensor.
17. Waiver and Severability. Failure to enforce any term or condition of these Terms and Conditions shall not be deemed a waiver of the right to later enforce such term or condition or any other term or condition of these Terms and Conditions. If any provision of these Terms and Conditions is found to be void or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions of these Terms and Conditions will remain in full force and effect.
18. Entire Agreement. These Terms and Conditions contain the entire agreement and understanding between you and Licensor with respect to the subject matter hereof and supersede all prior agreements, negotiations, representations, and proposals, written and oral, relating to the subject matter.
19. Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each party irrevocably attorns to the exclusive jurisdiction of the courts of Ontario in respect of any proceeding arising out of or relating to these Terms and Conditions.