Last Updated: March 5, 2020

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Welcome to DDGA Ltd. (“DDGA”, “our”, “Us” or “We” as the context dictates). We are happy to offer You the use of services available through our platform (“Patchwork”) as available through our website and mobile application (“Website”). The terms and conditions set out below (this “Agreement”) in combination with our Privacy Policy [NTD: please hyperlink to Your privacy policy] which is incorporated by reference and available at our Website (this Agreement together our Privacy Policy, our “Terms”), governs Your use of Patchwork.

Please read our Terms carefully since they are legally binding and have sections which contain important information about use, rights, liability, and Your obligations and matters related to disputes, including the exclusive use of arbitration to resolve disputes. 

By using Patchwork, You expressly acknowledge that You have read this Agreement and agree to all terms and conditions herein. If You do not, or are unable to, agree to our Terms, please do not open an account or use our Website. If You set up an Account or use our Website, You shall be considered to express Your consent and agreement with our Terms. For any clarification, please contact us at patchwork@thepatchworkapp.ca.

 

UNDERSTANDING OUR ROLE

We are only responsible for the availability of Patchwork, which may be used by individuals seeking services (“Seeker” or “Customer”) from a  service providers across a range of industries (“Tasker” or “Service Provider”), for Taskers to market their services, and for the parties to communicate with each other and if Seekers and Taskers agree, upon their own discretion, execute a transaction amongst themselves. We do not monitor any reliability or accuracy of any information which is populated by Taskers in our Patchwork nor do We provide any assurance to a Tasker that Seeker will take the actions they promise, including pay as agreed upon. 

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To the extent there are any third party service or tools needed to avail the benefits of Patchwork, please ensure You are familiar with any associated terms of use for such services or tools as We do not integrate such third party’s terms in this Agreement. 

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Location of Provision of Patchwork. While DDGA operates from Canada, Patchwork and the personal information that We collect are transferred to and hosted in the United States and other jurisdictions. As part of Your use of Patchwork, You consent to the transfer of personal information outside of Canada. DDGA does not represent that Patchwork or the materials presented on or through Patchwork are appropriate or available for use in other locations or jurisdictions. If You access Patchwork from a jurisdiction other than Canada, You agree that You do so on Your own initiative, and are responsible for compliance with local laws. 

Use of Patchwork on Behalf of an Organization. If You are using Patchwork on behalf of an organization (such as a corporation, a company, or a partnership): (i) You are agreeing to this Agreement for that organization and represent and warrant to Us that You have the authority to bind that organization to this Agreement (in which event, "You" and "Your" will refer to that organization) unless that organization has a separate agreement in effect with Us, in which event the terms of that agreement will govern Your use of Patchwork; (ii) You may use Patchwork only in compliance with this Agreement and only if You have the power to form a legal agreement with Us and are not barred under any Applicable Laws from doing so; and (iii) Your use of Patchwork shall be governed by this Agreement, except where any separate agreement governing Your use of Patchwork expressly purports to supersede or prevail over this Agreement. If, after acceptance of this Agreement, We find that You do not have the legal authority to bind such organization, You will be personally responsible for the obligations contained in this Agreement. 

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App Merchant. You acknowledge and agree that the availability of Patchwork is dependent on the third party from which You downloaded or received Patchwork (the “App Merchant”). You acknowledge that this Agreement is between You and DDGA and not with the App Merchant. DDGA, not the App Merchant, is solely responsible for Patchwork, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto. You agree to pay all applicable fees charged by the App Merchant (if any) in connection with Your download and ongoing use of Patchwork. You agree to comply with, and Your license to use Patchwork is conditioned upon Your compliance with, all applicable third party terms of agreement when using Patchwork. You acknowledge that to the maximum extent permissible by law, the applicable App Merchant (and its subsidiaries) are third party beneficiaries of this Agreement and will have the right to enforce this Agreement. 

 

INTERPRETATION

Eligibility. Use of Patchwork is void where prohibited. By using Patchwork, You represent and warrant that: (i) all registration information You submit to DDGA is truthful and accurate; (ii) You will maintain the accuracy of such information; (iii) You have reached the legal age of majority in Your jurisdiction of residence, or Your parent or guardian is agreeing to this Agreement on Your behalf; and (iv) Your use of Patchwork does not violate any Applicable Law.  

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Modification of this Agreement. DDGA, in its sole and absolute discretion, but subject to Applicable Law, may change or modify all or any portion of this Agreement, at any time without further notice and without incurring any liability or obligation whatsoever to You or any other person or entity. Such changes or modifications shall be effective immediately upon posting of the revised version of the Agreement on the Website. Your continued access to and/or use of Patchwork after such changes or modifications have been made (as indicated by the “Last Updated” date at the top of this page or as communicated to You through Patchwork notification or email from DDGA) shall constitute Your full acceptance of, and agreement to be legally bound by, the terms of this Agreement, as last revised. If You do not agree to such amended or modified Agreement, You must immediately stop accessing and/or using Patchwork. 

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Changes to Patchwork. DDGA reserves the right, in its sole and absolute discretion, to modify, suspend or terminate Patchwork (or any part thereof), either temporarily or permanently, at any time or from time to time, without further notice and without incurring any liability or obligation whatsoever to You or any other person or entity. DDGA reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to Patchwork at any time. DDGA may add or remove functionalities or features, and/or may suspend or stop a Service altogether. You agree that DDGA shall not be liable to You or any party for any modification or cessation of Patchwork or any services We provide. You acknowledge that DDGA has no express or implied obligation to provide, or continue to provide, Patchwork, or any part thereof, now or in the future. DDGA reserves the right to modify or replace any of its policies and practices related to Patchwork. To the extent that any of the foregoing requires a modification of this Agreement, such modification will be made in accordance with the “Modification of this Agreement” section above.

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OWNERSHIP AND RESERVATION OF RIGHTS

Patchwork consists of various graphics, texts, icons, buttons, videos, software, audio and other files, images, and other materials that have been provided by DDGA and/or its licensors. All right, title, and interest in and to any and all content provided by such parties shall remain the property of DDGA and/or the applicable third party licensor including, without limitation, all information in text, graphical, video, audio and other formats, images, icons, designs, trade-marks, brand names and software (collectively, the “DDGA Content”). You hereby acknowledge that Patchwork and the DDGA Content are protected to the fullest extent permitted by Applicable Law including, but not limited to, copyright, trade-mark, patent and all other applicable intellectual property laws. Your use of Patchwork does not grant or transfer to You any ownership or other rights in Patchwork or any DDGA Content. Except as expressly provided, nothing herein or within Patchwork shall be construed as conferring on You or any other person any license under any of DDGA’s or any third party’s intellectual property or other rights. Any rights not expressly granted to You in this Agreement are expressly reserved by DDGA. You are prohibited from removing any proprietary notice of DDGA, or any third party, from any copy of Patchwork or any component of Patchwork (including, without limitation, the DDGA Content). Any unauthorized use of any DDGA Content or Patchwork for any purpose is prohibited.

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USE OF PATCHWORK

Rights to use Patchwork. Subject to the terms and conditions of this Agreement, DDGA hereby grants You, and You hereby accept from DDGA, a non-exclusive, non-assignable, non-transferable, revocable, limited license to access and use Patchwork on any device that You own or control and as permitted by and subject to the usage rules or regulations imposed by third party terms and conditions (including, without limitation, App Merchant Terms and Conditions). You may not distribute or make Patchwork available over a network where it could be used by multiple devices at the same time. This Agreement does not grant You any rights not specifically enumerated herein. You agree that You shall not take or permit any action with respect to Patchwork that is not expressly authorized under this Agreement. Your limited license to use Patchwork is automatically revoked upon termination or expiration of this Agreement (whichever occurs first).

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Your Profile, Password, and Security. In order to access and use Patchwork, We require You to establish a profile with DDGA (“Profile”). Establishing a Profile requires You to complete an in-app registration process by providing Us with current, complete and accurate information as prompted during the registration process. You represent and warrant that all information You submit when You register for Your Profile is accurate, current and complete, and that You will keep Your Profile information accurate, current and complete. You may be required to choose a password for Your Profile. You are entirely responsible for maintaining the confidentiality of Your password and Profile. Furthermore, You are entirely responsible for any and all activities that occur under Your Profile. You agree to notify DDGA immediately of any unauthorized use of Your Profile or any other breach of security. DDGA will not be liable for any loss that You may incur as a result of someone else using Your password or Profile, either with or without Your knowledge. However, You could be held liable for losses incurred by DDGA or another party due to someone else using Your Profile or password. The foregoing sentence shall survive the termination or expiration of this Agreement. You may not use anyone else's Profile at any time without the permission of the Profile holder.

Subscription Fees. As part of facilitating the provision and receipt of services via Patchwork, Taskers purchase access to use of Patchwork on a subscription basis. Taskers agree to pay all applicable fees (the “Subscription Fees”) in connection with the access and use of Patchwork. App Merchant, not DDGA, are solely responsible for the collection and processing of the Subscription Fees on behalf of DDGA. You acknowledge and agree that DDGA shall have no liability to You in connection with the collection and/or processing of the Subscription Fee. 

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No fees, expenses or any other amounts are due from Seekers in connection with the access and use of Patchwork. 

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Subject to applicable law, when Taskers subscribe for access to and use of Patchwork: (a) Taskers are committing to subscribe for such access and use for the entire subscription period selected; (b) except as expressly set out in these Terms of Service, payments are non-refundable and there are no refunds or credits for partially used periods; and (c) a Tasker’s subscription will automatically renew at the end of the applicable subscription period, unless such Tasker chooses to cancel and not renew his or her subscription before the end of the current subscription period. DDGA may change the Subscription Fees from time to time, upon notice to Taskers, which notice may be provided by means of updates on Patchwork. Subscription Fees and subscription changes will take effect at the start of the next billing period following the date of the Subscription Fees or subscription change. Taskers shall accept the new Subscription Fees by continuing to use Patchwork after the Subscription Fees and subscription change takes effect. If a Tasker does not agree with the Subscription Fees change, such Tasker has the right to reject the change by unsubscribing from Patchwork prior to the Subscription Fees or subscription change taking effect. Taskers are therefore advised to read any notification of Subscription Fees and subscription changes carefully. Taskers may choose to cancel their subscription to access and use Patchwork at any time online through our website or mobile device application or by contacting us directly at www.thepatchworkapp.ca. Notwithstanding the generality of the foregoing, DDGA may cancel a Tasker’s access to and use of Patchwork at any time for breach of any provision of these Terms of Service. In such case, DDGA may still deduct or pursue any outstanding Subscription Fees accrued through that effective date of termination. 

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Prohibited Uses. You shall not use Patchwork in any fashion except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, You shall not and shall not encourage or assist any party to, directly or indirectly, do any of the following acts: (i) sell, reproduce, modify or attempt to modify Patchwork or any of DDGA Content in any way; (ii) reverse engineer, disassemble or decompile any software used to provide or access Patchwork, or attempt to discover or recreate the source code used to provide or access Patchwork; (iii) use Patchwork in any manner or for any purpose other than as expressly permitted by this Agreement; (iv) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to You with respect to Patchwork to any third party; (v) remove, obscure or alter any proprietary rights notice pertaining to Patchwork; (vi) access or use Patchwork in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas; (vii) use Patchwork to engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (viii) use Patchwork to post any inappropriate Content (as defined below), such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (ix) interfere with or disrupt servers or networks used by DDGA to provide Patchwork or used by Seekers to access Patchwork, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with a Seeker's or Tasker’s full use and enjoyment of any of Patchwork; (x) cause, in DDGA's sole discretion, inordinate burden on Patchwork or DDGA's system resources or capacity; (xi) modify, translate, or create derivative works based on any portion of Patchwork or any DDGA Content; (xii) access or use Patchwork in order to build a competitive product or application or copy any features or functions of Patchwork; (xiii) circumvent or modify, attempt to circumvent or modify, or encourage or assist any other party in circumventing or modifying any security technology or software that is part of Patchwork; (xiv) impersonate or attempt to impersonate DDGA or our employees (including, without limitation, the use of e-mail addresses associated with any of the foregoing); (xv) use the Profile, username, or password of another Seeker or Tasker at any time; or (xvi) violate any Applicable Law. You acknowledge and agree that We reserve the right to stop any conduct that restricts or inhibits Seekers or Taskers from fully utilizing and enjoying Patchwork and, further, We reserve the right to act to delete any and all messages, text, files, documents, reports, results, information, bulletins, images, logos, photos, video, works, works of authorship or similar materials (collectively “Content”) that contravenes any provision of this Agreement or which may otherwise have a negative impact on the safe, respectful, legal, friendly and courteous operation of Patchwork.

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Ratings. Seekers and Taskers will have the opportunity to rate each other after the completion of services by the Tasker, if applicable. Seekers can access Tasker ratings before selecting a Tasker to connect and communicate with. Seekers with a low rating may not have their work requests accepted by Taskers. 

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PRIVACY

You acknowledge and agree that any and all uses of Patchwork are further subject to our Privacy Policy, 

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CONTENT

Trade-marks and Copyright. Certain names, graphics, logos, icons, designs, words, titles or phrases contained within Patchwork and/or DDGA Content may constitute trade names, registered or unregistered trade-marks or service marks (collectively, “Trade-marks”) of DDGA or other entities. Trade-marks may be unregistered or registered in Canada and in other countries, as applicable. All Trade-marks not owned by DDGA are the property of their respective owners, and, where used by DDGA are used under license or with permission. All Trade-marks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trade-marks, except as expressly provided for herein, without the express written consent of the applicable owner is strictly prohibited. Nothing contained herein or in Patchwork or any component of Patchwork may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trade-mark(s). You agree that You will not take any actions inconsistent with DDGA’s ownership of, or any third party’s ownership of, the Trade-marks. If You wish to incorporate any Trade-marks or our product names within another site, You must contact us and request permission, which permission may be withheld in our sole and absolute discretion.

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DDGA’s Responsibility for Content. To maintain Patchwork in a manner We deem appropriate and to the maximum extent permitted by applicable law, DDGA may, but will not have any obligation to, review, monitor, reject, refuse to post, store, maintain, accept or remove any Content posted (including, without limitation, private messages, public comments, public group chat messages, private group chat messages (collectively, "Messages"), and DDGA may, in its sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of Content without notice or any liability to You or any third party in connection with our operation of Patchwork in an appropriate manner. Without limitation, We may do so to address Content that comes to our attention that We believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or this Agreement. Notwithstanding the above, DDGA assumes no responsibility for monitoring Patchwork for inappropriate Content or conduct. If at any time DDGA chooses, in its sole discretion, to monitor Patchwork, DDGA nonetheless assumes no responsibility for Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any party submitting such Content. Notwithstanding the foregoing, DDGA may delete any Content in Patchwork that in the sole judgment of DDGA violates this Agreement or which may be offensive, illegal or violate the rights of any party, or harm or threaten the safety of any party. DDGA cannot, does not and will not guarantee the accuracy, completeness and quality of any Content appearing on, or otherwise made available by, Patchwork, including, but not limited to, any Tasker Content. You acknowledge and agree that reliance on any Content accessible through Patchwork is solely at Your own risk. We will not be liable to You or any other person for the use, misuse or reliance on any Content. 

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No Duty to Correct Errors. Without limiting the preceding provisions of this Agreement, You acknowledge and agree that DDGA has no obligation under this Agreement to provide any maintenance and support services or correct any defects or errors in Patchwork, regardless of whether You inform DDGA of such defects or errors or DDGA otherwise is, or becomes aware of, such defects or errors. To the extent that DDGA provides You with any updates or upgrades to Patchwork, such updates and upgrades shall be deemed to constitute part of Patchwork and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions and ownership.

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Metadata. DDGA is continuously looking for ways to optimize and improve Patchwork and our business generally. Creating and generating Metadata (as defined below) helps Us in that regard. We will, from time to time, collect data about how You interact and use Patchwork (“Transaction Data”). We will also, from time to time, create anonymous data and records derived from and generated by Your Transaction Data and certain demographic and other information when You register as a Seeker (collectively, “Metadata”). By using Patchwork, You hereby agree and consent to DDGA creating Metadata. We exclusively own all rights, including, but not limited to, intellectual property rights, in and to all Metadata and We are entitled to the unrestricted use and dissemination of all Metadata for any purpose (commercial or otherwise). 

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TASKER PRODUCTS AND SERVICES

You acknowledge and agree that any products and services which You purchase from a Tasker who You connect with using Patchwork will be provided or delivered by such Tasker and not by DDGA. In the event that a product or service purchased by You is not honoured by a Tasker, or there is any dispute between You and the Tasker with regard to the nature or quality of a product or service, You agree and acknowledge that Your sole and unique recourse shall be against the Tasker and You hereby irrevocably release DDGA in respect of any such claims. DDGA has no control over, involvement in, or association with the products and services provided by any Tasker. Taskers may change terms and conditions of their work offers from time to time. We rely on Taskers to describe the products and services that they offer and their pricing. We are not involved in creating or verifying any information provided by Taskers. We do not warrant that descriptions, specifications, pricing, or other information with regard to products or services offered by Taskers will be complete, error-free, current, reliable or accurate. 

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TASKERS AND SEEKERS

We have no control over any Taskers, third parties or third party products and services available to You via Patchwork. You acknowledge and agree that Your communications and other interactions with any third parties (including, but not limited to, other Seekers and Taskers) via Patchwork are solely between You and such parties and We do not verify the credentials, representations or communications of Seekers or Taskers, nor do We endorse any Content, advertising, products, or other materials on or available from such persons. We do not warrant any Seekers or Taskers or any of their ratings, credentials, communications, licenses, qualifications, permits, products or services. Any exchange of information, data or other communication or interaction between You and another Seeker or a Tasker, is solely between You and such person. You agree that We will not be liable, directly or indirectly, for any loss or damage of any kind or nature arising out of or related to, or incurred in reliance upon, any such communication, rating, interactions, links, resources or Content. Reliance on any Seeker’s rating of a Tasker or any Tasker’s rating of a Seeker is entirely at Your own risk. 

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SAFETY IN INTERACTIONS WITH OTHERS

DDGA is not responsible for the behavior of any other Seekers or Taskers within or outside of Patchwork. You should exercise appropriate caution in all interactions with other Seekers and Taskers, particularly if You communicate with other Seekers and Taskers outside of Patchwork or decide to meet another Seeker or Tasker in person. 

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YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH SEEKERS AND TASKERS AND YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH SEEKERS AND TASKERS, PARTICULARLY IF YOU DECIDE TO MEET IN PERSON. YOU UNDERSTAND THAT DDGA DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON SEEKERS AND TASKERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OR QUALIFICATIONS OF SEEKERS AND TASKERS OR ATTEMPT TO VERIFY THE STATEMENTS OF SEEKERS AND TASKERS OR THEIR ABILITY OR LEGAL RIGHT TO PROVIDE PRODUCTS AND SERVICES. NOTWITHSTANDING THE FOREGOING, DDGA RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME USING AVAILABLE PUBLIC RECORDS. 

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FEEDBACK

We welcome Your feedback and comments regarding Patchwork. By submitting or providing Us with comments, messages, suggestions, ideas, concepts, feedback or other information about Patchwork, DDGA and/or its operations (collectively, “Submissions”) You thereby and hereby: (a) represent and warrant that none of the Submissions are confidential or proprietary to You or to any other party; (b) represent and warrant that none of the Submissions breach any agreement to which You are a party; and (c) grant DDGA an exclusive fully paid-up, royalty-free, perpetual, irrevocable, unrestricted, transferable, sub-licensable, worldwide right and license to the right to use, share and commercialize Your Submissions in any way and for any purpose. You also waive in favour of DDGA and its successors and assigns any and all of Your moral rights in and to all Submissions. These rights survive any termination of this Agreement. 

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DISCLAIMERS

TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, PATCHWORK IS PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”.. DDGA MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) AS TO, ARISING OUT OF OR RELATED TO THE FOLLOWING: (I) THIS AGREEMENT; (II) PATCHWORK (INCLUDING, WITHOUT LIMITATION, (A) THE PERFORMANCE OF ANY PARTY OR THE FAILURE OF A PARTY (WHETHER A SERVICE PROVIDER OR A CUSTOMER) TO PERFORM, (B) THE AVAILABILITY OR RELIABILITY OF PATCHWORK, AND (C) THE FUNCTIONS, CONTENT AND INFORMATION MADE ACCESSIBLE OR AVAILABLE ON OR THROUGH PATCHWORK; AND/OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION OR DATA TRANSMITTED TO OR FROM DDGA, SERICE PROVIDERS, YOU, OR OTHERS VIA PATCHWORK.

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WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DDGA MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE FUNCTIONS CONTAINED IN OR PERFORMED OR PROVIDED BY PATCHWORK WILL MEET YOUR REQUIREMENTS; (II) PATCHWORK WILL BE COMPATIBLE WITH YOUR MOBILE OR OTHER DEVICE AND/OR SOFTWARE; (III) PATCHWORK WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (IV) PATCHWORK WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (V) THE USE OF PATCHWORK WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON OR ENTITY; OR (VI) THE USE OF PATCHWORK WILL NOT CAUSE ANY DAMAGE TO YOUR MOBILE OR OTHER DEVICE, SOFTWARE OR ELECTRONIC FILES. 

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INDEMNITY 

To the maximum extent permitted by applicable law, You agree to indemnify, defend (at DDGA’S election) and hold DDGA, its subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable legal fees and costs, due to or arising out of or in connection with: (a) Your use of Patchwork, and Your activities in connection with Patchwork; (b) Your violation or anticipatory violation of any Applicable Laws in connection with Your use of Patchwork, or Your activities in connection with Patchwork; (c) a breach or anticipatory breach of this Agreement; (d) any breach of Your covenants, representations and warranties set forth in this Agreement; (e) any Content that You post on, through or in connection with Patchwork; (f) information or material transmitted through Your Device used to access Patchwork even if not submitted by You, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; and (g) any misrepresentation made by You (all of the foregoing, "Claims and Losses"). You will cooperate fully as required by DDGA in the defense of any Claims and Losses. Notwithstanding the foregoing, DDGA retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. DDGA reserves the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of DDGA.

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LIMITATION OF LIABILITY 

UNDER NO CIRCUMSTANCES WILL DDGA AND/OR ITS LICENSORS OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF PATCHWORK, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OR OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. DDGA WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PERSONAL INJURY OR DAMAGE TO PROPERTY ARISING FROM, CONNECTED WITH, OR RELATING TO PATCHWORK, DIRECTLY OR INDIRECTLY, INCLUDING FROM PRODUCTS AND SERVICES OFFERED OR PERFORMED BY TASKERS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL DDGA’S CUMULATIVE OR AGGREGATE LIABILITY TO YOU FOR DAMAGES OF ANY KIND OR NATURE IN CONNECTION WITH PATCHWORK, THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT EXCEED $1.

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TERM AND TERMINATION

Our Terms shall be deemed to be applicable to You upon Your use of Patchwork and shall terminate only upon an actual deactivation of Your account and cancellation of Your subscription through the means provided on the Website, as applicable. Abandonment or non-use of Your account shall not lead to an automatic termination of Your account.   DDGA may suspend or terminate Your access to Patchwork (in whole or in part), Your Profile and/or this Agreement for any reason at any time, with or without cause, and with or without notice. Your Profile will be terminated if DDGA, in its absolute discretion, deems You to be in breach of this Agreement or abusing Patchwork. Upon the termination of this Agreement for any reason, all rights granted to You hereunder will terminate and, except as otherwise set forth in this Agreement, Your right to use Patchwork will automatically terminate immediately. Termination of Patchwork includes removal of access to Patchwork and barring of further use of Patchwork and may include deletion of Your Profile and all related information, files, data and Content associated with or inside Your Profile. All provisions of this Agreement which by their nature should survive, shall survive termination of this Agreement, including, without limitation, ownership provisions, Your applicable payment obligations, Your representations and warranties, disclaimers, limitations of liability, and indemnities.

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THIRD PARTY WEBSITES AND LINKS

Patchwork may contain links to or the Content of or from third party websites (collectively, “Third Party Websites”). Third Party Websites are not owned or controlled by DDGA, therefore DDGA has no control over any domain name, products, services, materials or other information in or available through Third Party Websites. We assume no responsibility for any Third Party Websites including, but not limited to, any content within on or available at a Third Party Website. DDGA makes no representations, warranties, conditions or undertakings regarding, nor endorses, any Third Party Websites. You agree that You assume all risk when accessing any Third Party Websites. Access to any Third Party Websites through Patchwork, regardless of whether a Third Party Website is linked from Patchwork, is entirely at Your own risk and it is Your responsibility to take all protective measures to guard against viruses or other destructive devices and/or programs. 

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NOTICE AND COMMUNICATIONS

Where We require that You provide an e-mail address, You are responsible for providing Us with Your most current e-mail address. In the event that the last e-mail address You provided to Us is not valid, or for any reason is not capable of delivering to You any notices required/permitted by this Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You consent to receive all communications including notices, agreements, disclosures, or other information from Us electronically. We may provide all such communications by e-mail or by posting them on Patchwork. You may send any question You may have or other communication relating to Patchwork or Your possession and/or use of Patchwork to: patchwork@thepatchworkapp.ca. 

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GENERAL

Our Terms and any access to or use of Patchwork shall be governed by, and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. Any controversy, dispute, disagreement or claim arising out of, relating to or in connection with Patchwork or any breach thereof, including any question regarding its existence, validity or termination, shall be finally and conclusively resolved by arbitration under Arbitration Act, 1991, S.O. 1991, c. 17 (the “Rules”). There shall be one arbitrator selected in accordance with the Rules. The parties to the arbitration shall equally share the fees of the arbitrator and the facility fees and the parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Any decision of the arbitrator shall be final and binding on the parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law. Notwithstanding the foregoing, We shall have the right to seek injunctive or other equitable relief, including in relation to the breach of confidentiality obligations or violation of the intellectual property rights set forth in this Agreement. . This Agreement and the documents referenced herein constitute the entire agreement between the parties and cancel and supersede any prior understandings and agreements between the parties with respect to the subject matter herein. If any provision of this Agreement is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement shall continue in full force and effect. No failure to exercise or waiver of any provision of this Agreement shall be deemed to be a further or continuing waiver of such provision or any other provision of this Agreement