Terms of Use | ezcrops

Effective date January 1, 2019

Welcome to EZCrops. These Terms of Use describe the terms and conditions applicable to your access and use of our Application (the “App” hereinafter). This document is a legally binding agreement between you as the user of the App (referred to as “you”, “your” or “User” hereinafter) and the EZCrops Inc. entity incorporated in Canada with Business No. 740608716 and address 3111 Fairlane Crescent, Windsor, Ontario, N8W-4Y5, Canada. (Referred to as “we”, “our” or “EZCrops” hereinafter).

Acceptance of the Terms
1. Your use of the App and EZCrops’ services, software and products (collectively as the “Services” hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy Policy and any other rules and policies of the App that EZCrops may publish from time to time. This document and other rules and policies of the App are collectively referred to below as the “Terms”. By accessing the App or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services or the App if you do not accept all of the Terms.
2. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with EZCrops, or (b) you are not permitted to receive any Services under the laws of Canada or other countries / regions including the country / region in which you are resident or from which you use the Services.
3. EZCrops may amend any Terms at any time by posting the relevant amended and restated Terms on the App. By continuing to use the Services or the App, you agree that the amended Terms will apply to you.
4. You may be required to enter into a separate agreement, whether online or offline, with EZCrops for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
Provision of Services
1. You must register as a member on the App in order to access and use some Services. Furthermore, EZCrops reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that EZCrops may impose in our discretion.
2. Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. EZCrops may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
3. EZCrops may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a feebased Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
Users Generally
1. As a condition of your access to and use of the App or Services, you agree that you will comply with all applicable laws and regulations when using the App or Services.
2. You agree to use the App or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the App (the “App Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any App Content for the purposes of operating a business that competes with EZCrops, or otherwise commercially exploiting the App Content. Systematic retrieval of App Content from the App to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from EZCrops is prohibited. Use of any content or materials on the App for any purpose not expressly permitted in the Terms is prohibited.
3. EZCrops may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ web sites. You are cautioned to read such web sites’ terms and conditions and/or privacy policies before using the App. You acknowledge that EZCrops has no control over such third parties’ web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
4. You agree not to undertake any action to undermine the integrity of the computer systems or networks of EZCrops and/or any other User nor to gain unauthorized access to such computer systems or networks.
5. You agree not to undertake any action which may undermine the integrity of EZCrops’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
6. By posting or displaying any information, content or material (“User Content”) on the App or providing any User Content to EZCrops or our representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sublicensable (through multiple tiers) license to EZCrops to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the App, the provision of any Services and/or the business of the User. You confirm and warrant to EZCrops that you have all the rights, power and authority necessary to grant the above license. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
7. You must read EZCrops’ Privacy Policy which governs the protection and use of personal information about Users in the possession of EZCrops.
Member Accounts
1. User must be registered on the App to access or use some Services (a registered User is also referred to as a “Member” below). Except with EZCrops’ approval, one User may only register one-member account on the App. EZCrops may cancel or terminate a User’s member account if EZCrops has reasons to suspect that the User has concurrently registered or controlled two or more-member accounts. Further, EZCrops may reject User’s application for registration for any reason.
2. Upon registration on the App, EZCrops shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User.
3. A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify EZCrops immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4. Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, will be deemed to have been authorized by the Member.
5. Member acknowledges that sharing of your account with other persons or allowing multiple users outside of your business entity to use your account (collectively, “multiple use”), may cause irreparable harm to EZCrops or other Users of the App. Member shall indemnify EZCrops, our directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, EZCrops shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
Member’s Responsibilities
1. Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the App and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
2. Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the App or your use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the App or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
3. Upon becoming a Member, you consent to the inclusion of the contact information about you in our Database and authorize EZCrops to share the contact information with other Users or otherwise use your personal information in accordance with the Privacy Policy.
4. Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and (d) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
5. Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
6. Each Member further represents, warrants and agrees that you shall/are:
7. Member may not use the Services and member account to engage in activities which are identical or similar to EZCrops’ e-commerce marketplace business.
8. Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for EZCrops’ provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, EZCrops shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
9. Member acknowledges and agrees that EZCrops shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or App. EZCrops does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
10. Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the App and Services are in compliance with the same.
Breaches by Members
1. EZCrops reserves the right in our sole discretion to remove, modify or reject any User Content, including but not limited to feedbacks or comments, that you submit to or post on the App which we reasonably believe is unlawful, violates the Terms, could subject EZCrops to liability, or is otherwise found inappropriate in EZCrops’ opinion.
2. If any Member breaches any Terms, or if EZCrops has reasonable grounds to believe that a Member is in breach of any Terms, EZCrops shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the Member’s account and any and all accounts determined to be related to such account by EZCrops in its discretion; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) imposing other restrictions on the Member’s use of any features or functions of any Service as EZCrops may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as EZCrops may deem necessary or appropriate in its sole discretion.
3. Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
4. EZCrops reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws and policies, EZCrops may disclose the Member’s identity, contact information and/or information regarding the Member’s account(s), transactions or activities carried out on or via the App, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. EZCrops shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against EZCrops for such disclosure.
5. EZCrops may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the App without being liable to the Member if EZCrops has received notice that the Member is in breach of any agreement and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. EZCrops shall not be required to investigate such breach or request confirmation from the Member.
6. Each Member agrees to indemnify EZCrops, our directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting any User Content, or any transaction in use of the App or Services, or from your breach of the Terms.
7. Each Member further agrees that EZCrops is not responsible and shall have no liability to you or anyone else for any User Content or other material transmitted over the App, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. EZCrops reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with EZCrops in asserting any available defenses.
Transactions Between Buyers and Sellers
1. Seller and Buyer. For the purpose of this Terms and Conditions, the term “Seller” means the registered member who supplies the product(s) or service(s) under an online transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an online transaction.
2. Online Order. Seller and Buyer shall enter into an online transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the EZCrops App. Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc. EZCrops may refuse to process or cancel any online transaction which in EZCrops’ reasonable opinion, has insufficient information to constitute a binding contract.
3. Through the App, EZCrops provides a platform for exchanging information between buyers and sellers of products and services. EZCrops additionally provides a transaction platform for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the App. However, for any Services, EZCrops does not represent either the seller or the buyer in specific transactions. EZCrops does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the App or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
4. Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. EZCrops uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service on the App. However, because user verification on the Internet is difficult, EZCrops cannot and does not confirm each User’s purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
5. Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the App or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the App. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the cultivation, harvesting, collection, production, handling, packaging, labeling, importing, exporting, distribution, offer, display, purchase, sale, supply and/or use of products or services offered or displayed on the App may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the App as a result of purchase and sale transactions in connection with using the App may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks”. Each User agrees that EZCrops shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
6. Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the App or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
7. User agrees to provide all information and materials as may be reasonably required by EZCrops in connection with your transactions conducted on, through or as a result of use of the App or Services. EZCrops has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
8. In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify EZCrops (and our agents, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
9. For any type of online transactions, EZCrops may impose additional restrictions, limitations and prohibitions as well as penalties for any violations at our sole discretion.
10. EZCrops reserves the right, at our sole discretion, to refuse or cancel any online transaction for any reason. Some situations that may result in an online transaction being rejected or canceled include where problems where EZCrops has reason to believe the online transaction is unauthorized, violates any law, rule or regulations or may otherwise subject EZCrops to liability. EZCrops may also require additional verifications or information for any online transaction.
11. EZCrops does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on EZCrops App. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the escrow or EZCrops Services.
12. Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the online transactions.
13. Indemnification. If you initiate any legal proceedings against EZCrops in breach of this section 7, including any legal proceedings disputing EZCrops’ determination which has become binding on you according to this Section 10, you shall hold EZCrops and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.
Limitation of Liability
1. To the maximum extent permitted by law, the services provided by EZCrops on or through the App are provided “as is”, “as available” and “with all faults”, and EZCrops hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
2. To the maximum extent permitted by law, EZCrops makes no representations or warranties of any information provided on or though the App; EZCrops does not represent or warrant that the purchase and/or use of products or services offered or displayed on the App does not violate any third party rights; and EZCrops makes no representations or warranties of any kind concerning any product or service offered or displayed on the App.
3. Any material downloaded or otherwise obtained through the App is done at each User’s sole discretion and risk and each User is solely responsible for any damage to EZCrops’ computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from EZCrops or through or from the App shall create any warranty not expressly stated herein.
4. The App may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall EZCrops be held liable for any such services or products.
5. Each User hereby agrees to indemnify and save EZCrops, our directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s use of the App or Services (including but not limited to the display of such User’s information on the App) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save EZCrops, our directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations and warranties made by User to EZCrops.
6. EZCrops shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
7. Notwithstanding any of the foregoing provisions, the aggregate liability of EZCrops, our employees, agents, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the App or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to EZCrops during the calendar year and (b) the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the App or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Terms.
8. The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not EZCrops has been advised of or should have been aware of the possibility of any such losses arising.
Force Majeure
1. Under no circumstances shall EZCrops be held liable for any delay or failure or disruption of the content or services delivered through the App resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
Intellectual Property Rights
1. EZCrops is the sole owner or lawful licensee of all the rights and interests in the App and the App Content. The App and App Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the App and App Content shall remain with EZCrops or licensors of the App Content, as the case may be. All rights not otherwise claimed under the Terms or by EZCrops are hereby reserved.
2. “EZCrops” and related icons and logos are registered trademarks or trademarks or service marks of EZCrops Inc., and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
Notices
1. All legal notices or demands to or upon EZCrops shall be made in writing and sent to EZCrops personally, by courier or certified mail to the following entity and address: 3111 Fairlane Crescent, Windsor, Ontario, N8W-4Y5, Canada, Attn: XXXXXXXXXXX. The notices shall be effective when they are received by EZCrops in any of the above-mentioned manner.
2. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail or email to the last-known correspondence or email address provided by the User to EZCrops, or by posting such notice or demand on an area of the App that is publicly accessible without a charge.
3. You agree that all agreements, notices, demands, disclosures and other communications that EZCrops sends to you electronically satisfy the legal requirement that such communication should be in writing.
General Provisions
1. Subject to any Additional Agreements, the Terms constitute the entire agreement between you and EZCrops with respect to and govern your use of the App and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
2. EZCrops and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
3. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
4. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
5. EZCrops’ failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of EZCrops’ right to act with respect to subsequent or similar breaches.
6. EZCrops shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity. You may not assign, in whole or part, the Terms to any person or entity.
7. The Terms shall be governed by the laws of Canada, without regard to its conflict of law provisions and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Canada.
8. If you have any comments on the Services we provide to you, you may contact our customer service at info@ezcrops.com