Terms of Use


These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and One Share Wonders Ltd. (“we”, “us”, or “our”) concerning your access to and use of the www.koochoo.com website and the Koochoo app as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site” and the “App”).

YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE. IF YOU DO NOT AGREE AND/OR ACCEPT ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND/OR THE APP AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site or the App, from time to time, are hereby expressly incorporated herein by reference. We reserve the right, in our sole and absolute discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you of any changes by updating the “Last Updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted the changes in any revised Terms of Use by your continued use of the Site or the App after the date such revised Terms of Use are posted.

The information on the Site or the App are not intended for distribution to any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, any persons who access the Site or the App while breaking their local laws are doing it on their own initiative and will have to deal with the consequences when applicable.

1. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site and the App are our proprietary property and all source code, database, functionality, software, website design, audio, video, text, photographs, and graphics on the Site and the App (collectively, the “Content”) and trademarks, service marks and logos contained therein (the “Marks”) are owned, controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Canada, any other applicable foreign jurisdiction(s), and/or any applicable international convention(s). The Content and the Marks are provided on the Site and the App on an “AS IS” basis, for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site or the App, and no Content or Marks, may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site and/or the App, you are granted a limited license to access and use the Site and/or the App or to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the App, the Content, and the Marks.

2. USER REPRESENTATIONS

By using the Site and/or the App, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site and/or the App through automated and non-human means, whether through a bot, script or otherwise; (6) you will not use the Site and/or the App for any illegal and unauthorized purpose; and (7) your use of the Site and/or the App will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or the App.

We reserve the right to choose which markets and jurisdictions to conduct our business in and may restrict or refuse, at our sole and absolute discretion, the provision of the Site or App in certain countries or regions.

3. USER REGISTRATION

You will be required to register with the Site and the App. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

4. PROHIBITED ACTIVITIES

You may not access or use the Site or the App for any purpose other than that for which we make the Site or the App available. The Site and the App may not be used in connection with any commercial endeavors except if agreed to in a binding legal contract with us.

As a user, you agree not to:
1. Systematically retrieve data or other content from the Site or the App to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
2. Make any unauthorized use of the Site or the App, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
3. Use the Site or the App to advertise or offer to sell goods and services;
4. Circumvent, disable, or otherwise interfere with security-related features of the Site or the App, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site or the App and/or the Content contained therein;
5. Engage in unauthorized framing of or linking to the Site or the App;
6. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
7. Make improper use of our support services or submit false reports of abuse or misconduct;
8. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
9. Interfere with, disrupt, or create an undue burden on the Site or the App or the networks or services connected to the Site or the App;
10. Attempt to impersonate another user or person or use the username of another user;
11. Sell or otherwise transfer your profile;
12. Use any information obtained from the Site or the App in order to harass, abuse, or harm another person;
13. Use the Site or the App as part of any effort to compete with us or otherwise use the Site or the App and/or the Content for any revenue-generating endeavor or commercial enterprise or purpose;
14. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site or the App;
15. Attempt to bypass any measures of the Site or the App designed to prevent or restrict access to the Site or any portion(s) of the Site, or the App or any portion(s) of the App.
16. Harass, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site or the App to you.
17. Delete the copyright or other proprietary rights notice from any Content.
18. Copy or adapt the software of the Site or the App, including but not limited to HTML, PHP, or any other code;
19. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or the App or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site or the App;
20. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
21. Except as may be the result of standard search engines or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site or the App, or using or launching any unauthorized script or other software;
22. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site and/or the App; and
23. Use the Site and/or the App in a manner inconsistent with any applicable laws or regulations.

5. SUBMISSION(S)

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the App (“Submissions”) provided by you to us are non-confidential and should become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions to any lawful purpose, commercial, or otherwise, without acknowledgment or compensation for you. You hereby waive any moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there should be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

6. TERMINATION

These Terms of Use remain in full force and effect while you use the Site or the App. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE OR THE APP (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR THE APP OR DELETE YOUR ACCOUNT WITHOUT WARNING, IN OUR SOLE AND ABSOLUTE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or a borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating and suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

7. MODIFICATIONS AND INTERRUPTIONS

We have the right to change, modify, or remove the contents of the Site or the App at any time and for any reason, at our sole and absolute discretion and without any notice to you. However, we have no obligation to update any information on our Site or on the App. We also reserve the right to modify or discontinue all or part of the Site or the App without any notice to you at any time whatsoever. We will not be liable to you or to any third party for any modifications, suspensions or any discontinuance of the Site or the App.

We cannot guarantee that the Site or the App will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site or the App, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspended, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed so as to oblige us to maintain and support the Site or the App or to supply any corrections, updates, or releases in connections therewith.

8. CORRECTIONS

There may be information the Site or the App that contain(s) typographical errors, inaccuracies, or omissions, including descriptions and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site or App at any time and without any prior notice to you.

9. GOVERNING LAW

This Terms of Use and your use of the Site or the App shall be governed by and defined in accordance with the laws of the Province of Ontario and you irrevocably acknowledge, agree and consent that the courts of the Province of Ontario shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

10. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE OR THE APP ARE AT YOUR SOLE RISK, AND THAT THE SITE AND THE APP ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE AND THE APP AND ANY PART OF THEM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SITE OR THE APP WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SITE OR THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SITE OR THE APP WILL BE ACCURATE, (III) THE SITE OR THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE OR THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE OR THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS AND, AS SUCH, SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

11. LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE AND ACKNOWLEDGE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE OR THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED (100) CANADIAN DOLLARS.

YOU AGREE AND ACKNOWLEDGE THAT WE HAVE MADE THE SITE AND THE APP AVAILABLE TO YOU THAT YOU HAVE ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE SITE OR THE APP TO YOU WITHOUT THESE LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable lawyers’ fees and expenses, made by third party due to or arising out of: (1) use of the Site or the App, (2) breach of these Terms of Use, (3) any breach of your representations and warranties set forth in these Terms of Use, (4) your violation of the rights of a third party, including but not limited to intellectual property rights, or (5) any overt harmful act toward any other user of the Site or the App. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claim(s). We will use reasonable efforts to notify you of any such claim(s), action or proceeding which is subject to this indemnification upon becoming aware of it.

13. USER DATA

We will maintain certain data that you transmit to the Site or the App for the purpose of managing the performance of the Site or the App, as well as data relating to your use of the Site or the App. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that release to any activity you have undertaken using the Site or the App. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

14. ELECTRONIC COMMUNICATIONS AND SIGNATURES

Visiting the Site or using the App, sending us emails and/or completing online forms, constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site or the App, satisfy any legal requirement(s) that such communications be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURE(S) AND RECORDS, AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or any other laws in any jurisdiction which require(s) an original signature or delivery or retention of non-electronic records.

15. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or the App, or in respect to the Site or the App constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, and unenforceable, that provision or part of the provision is deemed severable these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site or the App. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

16. CONTACT US

In order to resolve any complaint regarding the Site or the App, or to receive further information regarding the Site or the App, or if you simply have any questions about the Site or the App, please contact us at support@koochoo.com.

Thank you.

The Koochoo Team