Terms of agreement
and the rules, policies, terms and conditions set forth in, referred to and/or linked herein, all of which are incorporated herein by reference, are, collectively, the "Agreement".
This Agreement constitutes a legal agreement between you ("you" or "User") and Faber ("Faber" or "us"). This Agreement governs your use of our services and platform that facilitates communications between Users offered through our website located at www.faberconnect.com, as it may be modified, relocated and/or redirected from time to time (the "Site"), and the mobile applications offered by us (the "Apps"). Our services, platform, Site and Apps are collectively referred to as the "Faber Platform".
By using or registering with the Faber Platform or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If you do not agree to be bound by this Agreement, you will not have any right to use the Faber Platform. Faber's acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement.
By using the Faber Platform, you represent and warrant that: (i) you are at least 16 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
● Your agreement that the Faber Platform is provided "as is" and without warranty (Section 15).
● Your agreement that you are only allowed to use the Faber Platform if you are legally allowed to work in Canada.
● Your agreement that the Faber Platform is solely a communications platform providing a method for Professional Services to be acquired, that all Professional Services are performed by third parties, and that Faber has no liability for any Professional Services or any acts or omissions of third parties (Sections 1 and 15).
● Your agreement to release Faber from liability based on claims relating to Services and otherwise (Section 15) and your agreement to the limitation of time within which a claim can be brought (Section 20).
● Your agreement to indemnify Faber from claims due to your use, misuse or inability to use the Faber Platform, the Merchandise and/or Professional Services, your violation of this Agreement, applicable laws or third party rights, and/or content or information submitted from your account to the Faber Platform (Section 16).
● Your agreement that either party may compel binding arbitration for most types of disputes, and your agreement to submit to an informal dispute resolution process for at least 30 days prior to the initiation of any claim (Section 17).
● Your agreement that no claims can be adjudicated on a class basis (Section 17).
● Your consent to any modifications or amendments to this Agreement (Section 21).
1. The Faber Platform is Solely a Venue for Communications; Background Checks.
a. The Faber Platform is Solely a Venue for Communications. The Faber Platform is a communications platform for enabling the connection between individuals seeking to obtain services ("Requesters") and/or individuals seeking to provide services ("Professionals"). Requesters and Professionals together are referred to as "Users". Those certain services requested by the Requesters, which are to be completed by the Professionals, are hereinafter referred to as "Professional Services". The Professional Services may include Skilled work or general labour. Faber does not itself provide Professional Services or Merchandise. The provision of all Professional Services is up to the Professionals, which may be scheduled through use of the Faber Platform. Faber, THROUGH THE Faber PLATFORM, OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH PROFESSIONAL SERVICES AND/OR MERCHANDISE, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SUCH PROFESSIONAL SERVICES OR MERCHANDISE ITSELF OR ACT IN ANY WAY AS A SKILLED WORKER, GENERAL LABOUR OR OTHER HOME-RELATED OR MOVING-RELATED SERVICE PROVIDER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY PROFESSIONAL SERVICES AND/OR MERCHANDISE PROVIDED TO THE REQUESTER BY PROFESSIONALS, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. Faber IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD PARTY MERCHANDISE PROVIDER OR RETAILER. b. Each Requester should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know. BY USING THE Faber PLATFORM, THE REQUESTER AGREES TO HOLD Faber FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE PROFESSIONAL SERVICES. Faber IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROFESSIONALS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY PROFESSIONAL SERVICES.
2. Personal Information; User Accounts.
b. Account, Password and Security. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or us for accessing the Faber Platform. You are solely and fully responsible for all activities that occur under your password or account, except that Faber may, in certain circumstances, access your account to make changes that you request, such as rescheduling a job. Faber has no control over the use of any User's account by the User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at email@example.com. Nothing in this section shall affect Faber's rights to limit or terminate the use of the Faber Platform, as provided below in section 4(b).
c. Proof of Identity. You will provide us with such proof of identity as we may reasonably request from time to time.
d. Text Messages and Phone Calls. By providing your phone number and using the Faber Platform, we may, to the extent permitted by applicable law, use your mobile phone number for calls and, if such phone number is a mobile number, for text (SMS) messages, in order to assist with facilitating the requested Professional Services. Standard call or message charges or other charges from your phone carrier may apply to calls or text (SMS) messages we send you. You may optout of receiving text (SMS) messages from us by replying with the word "STOP" to a text message from us. You acknowledge that opting out of text (SMS) messages may impact your ability to use the Faber Platform. e. Emails. Faber may send you confirmation and other transactional emails regarding the Professional Services. Faber may also send you emails about services that we think might interest you ("Promotional Emails"). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.
3. Payments; Money Back Guarantee; Claims.
a. Payments. Users of the Faber Platform contract for Professional Services directly with other Users. Faber is not a party to any contracts for Professional Services. The Faber Platform facilitates these contracts by supplying a medium through which Requesters can connect with Professionals, schedule Professional Services, and make payments for Professional Services ("Payments"). Requesters are obligated to pay in advance for the Professional Services and/or Merchandise they order through the Faber Platform. We will charge the Requester's credit card according to the amount the Requester has agreed to on the Faber Platform with respect to all Professional Services and/or Merchandise, the Requester has ordered, and for all purchases and payments for reimbursement costs, fees or expenses associated with a Professional Service, and the Requester hereby authorizes us to charge the credit card on file in the Requester's Faber Platform account for such amounts. We will use third party services to process credit card information. We retain the right, in our sole discretion, to place a hold on the Requester's credit card for an ordered or completed Professional Service transaction. Seventytwo (72) hours after a Professional Service is completed, if there is no complaint by the Requester, we will mark the Professional Service as closed. If the Requester has agreed with the Professional to extend or reduce the hours in or to reschedule a requested Professional Service, the Requester bears the responsibility for notifying Faber. Requesters must notify Faber either by changing the date or hours of the requested Professional Service through the Faber Platform. All Payments by Requesters must be made through the Faber Platform. Any Payments paid outside of the Faber Platform are not subject to refunds or credits will be provided once the Requester's credit card has been charged, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors we have made. While we will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom. Requesters will be liable for all transaction taxes on the Professional Service(s) provided (other than taxes based on Fabers income).
b. Job Rate. The rate per hour for a Professional Service ("Job Rate")depends on factors, such as type of professional or worker requested or duration of job. Therefore, the same Professional Service may cost more if a Professional is more experienced or skilled or is working a shorter or longer job.
4. Term and Termination; Cancellation of Professional Services; Survival .
a. Term. This Agreement shall continue in full force and effect until such time as it is terminated by you or by us.
b. Termination by Faber. We may terminate this Agreement or terminate or suspend your right to use the Faber Platform at any time for any or no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on the Faber Platform, or if we otherwise find that you have engaged in inappropriate and/or offensive behaviour (collectively, "Prohibited Conduct")) by providing you with written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice. Except in the event that we terminate or suspend your right to use the Faber Platform due to any Prohibited Conduct, we will refund in full any payments for Faber services or Professional Services that have not been performed or completed. 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 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 or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. When terminating your account, Faber may delete the account and all the information in it. You have no ownership rights to your account.
c. Termination by You. You may terminate this Agreement by completely and permanently ceasing to use the Faber Platform (provided that there are no outstanding Professional Services ordered under your password or account) and by closing any account you have opened on the Faber Platform. If you attempt to terminate this Agreement while there are still outstanding Professional Services ordered under your password or account, this Agreement shall not terminate until such Professional Services have been performed or otherwise canceled as permitted by Faber.
d. Policy for Service Cancellation by Requester. Faber's cancellation policy for specific Professional Services is as follows: Requesters may cancel their scheduled Professional Service through the Faber Platform at any time, subject to the following. If a Requester cancels more than 24 hours before a scheduled Professional Service appointment, there is no cancellation fee. If a Requester cancels between 24 hours before a scheduled Professional Service appointment, the Requester will be charged a $15 cancellation fee. If the Requester cancels during the 2 hours before a scheduled Professional Service, the Requester will be charged the full Professional Service amount. This cancellation policy applies both for onetime Professional Service bookings and for recurring Professional Service appointments. A Professional Service appointment may be canceled through the Faber Platform.
e. Policy for Service Cancellation by Professional. When a Professional cancels a scheduled Professional Service job, the Faber Platform generally notifies the Requester and makes the Requester's Professional Service request available for another Professional to select. However, Faber cannot guarantee that a canceled Professional Service appointment will be selected by another Professional and rescheduled or that the Professional Service request will be completed. Professionals who cancel a scheduled Professional Service appointment may incur fees as provided in the Service Agreement.
f. Survival. All provisions that should by their nature survive the expiration or termination of this Agreement, including without limitation, Sections 8, 10 and 1422, shall so survive.
6. Community Areas. The Faber Platform may contain blogs, message boards, applications, reviews, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities that allow Users to communicate with other Users (collectively, "Community Areas"). All submissions made to Community Areas within the Faber Platform will be public, and we will not be responsible for any information or materials posted in Community Areas. You may only use such Community Areas to send and receive messages and material that are relevant and proper to the applicable forum and that comply with this Agreement. "Your Information" is defined as any information and materials you provide to us or other Users in connection with your registration for and use of the Faber Platform, including without limitation, information and materials that are posted or transmitted for use in Community Areas. You are solely responsible for Your Information, and we are merely a passive conduit for your online distribution and publication of Your Information. You hereby represent and warrant that Your Information: (a) will comply at all times with this Agreement, including but not limited to Section 7 (Rules for Use of the Faber Platform) below, and with Section 2 (Personal Information; User Accounts) above; and (b) will not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers (ISPs), customers, or other partners or suppliers. You hereby grant us a nonexclusive, worldwide, perpetual, irrevocable, royaltyfree, sublicensable (through multiple tiers) right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute all of Your Information that is posted to Community Areas from or through your account on the Faber Platform, including but not limited to all images, videos, musical works and text included in such postings. The rights you grant in this license are for the limited purpose of operating, promoting, and improving the Faber Platform. We reserve the right to remove postings from Community Areas in our sole discretion.
7. Rules for Use of the Faber Platform. During the term of this Agreement, Requesters may use the Faber Platform for your personal use only (or for the use of a person, including a company or other organization that you validly represent). Requesters may use the Faber Platform to book Professional Services solely with respect to a location where the Requester is legally authorized to have Professional Services performed. Requesters may not use the Faber Platform for any other purposes or in connection with any commercial endeavors whatsoever without our express prior written consent. Requesters agree that an order for Professional Services is an offer, which is only accepted when the Requester receives a confirmation of the order. Requesters agree to treat Professionals courteously and lawfully, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable cooperation to Professionals to enable them to supply Professional Services. Requesters agree to communicate any complaints to us and not to the Professionals. Requesters agree to comply with our complaint and other policies designated on the Site. Requesters acknowledge that their selected Professional may be unavailable from time to time, e.g. due to illness, vacation or leaving Faber. Professionals agree to provide Professional Services in accordance with all applicable laws and regulations and with the Service Agreement. You shall NOT use the Faber Platform (including but not limited to any Community Areas) to do any of the following:
a. Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
b. Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.
c. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other Users.
d. Post a review or rating unless such review or rating contains your independent, honest, genuine opinion.
e. Use the Faber Platform or any Professional Service for any purpose or in any manner that is in violation of local, state, national, or international law.
f. Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.
g. Advertise or offer to sell any goods or services for any commercial purpose or solicit employment or contract work which is not relevant to services offered through the Faber Platform. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to Professional Services facilitated through the Faber Platform without express written permission from us.
h. Use the Faber Platform to collect usernames and/or email addresses of members by electronic or other means without our express prior written consent.
i. Conduct or forward surveys, contests, pyramid schemes, or chain letters.
j. Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.
k. Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
l. Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the Faber Platform, or post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
m. Restrict or inhibit any other User from using and enjoying the Faber Platform.
n. Imply or state that any statements you make are endorsed by us, without our prior written consent.
o. Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the Faber Platform, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to datamine, datacrawl, scrape or index the Faber Platform in any manner, or attempt to do any of the foregoing.
p. Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.
q. Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
r. Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of 18, in an abusive, violent or sexual manner.
s. Register to use the Faber Platform under different usernames or identities, after your account has been suspended or terminated.
t. Mirror or archive any part of the Faber Platform or any content or material contained on the Faber Platform without Faber's written permission.
8. No Employment. Faber provides a software platform which allows you to connect with independent Professionals. Faber is not the employer of any Professional. You acknowledge that we do not supervise, direct, or control a Professional’s work or Professional Services performed in any manner. A Professional provides services to you as an independent contractor, and is not an employee, joint venture, partner, agent, or franchisee of Faber for any purpose whatsoever.
9. Special Promotions; Gift Cards and Vouchers.
a. Changes to Promotions. We may from time to time provide certain promotional opportunities to Requesters. All promotions will be run at our sole discretion, and can be activated, modified or removed at any time by us without advance notification.
b. Referral Credits. In the event that you are given a code through which you may refer a friend to the Faber Platform in exchange for a referral credit, you shall not use any online marketing or advertising to promote such code or to artificially increase the amount of credits awarded. By way of example, you may not post, or cause, request or permit a third party to post any such code on a coupon website, nor use any paid search marketing, online advertising, forum posting, newsgroup posting or bulk email to disseminate such code. You may only share such code with your personal friends and acquaintances for legitimate referral purposes, as determined by us in our sole discretion. Without limiting our other rights and remedies, we may terminate such code and/or your account for any breach of this Section.
c. Gift Cards and Vouchers. Faber gift cards ("Gift Cards") and vouchers or promotional codes for special offers or discounts ("Vouchers") (individually,"Card", or together, "Cards") may be available and can be used to pay in part or in full for Professional Services. Card must be presented at the time of purchase and available balance will be applied to your purchase. Card does not expire and there are no fees associated with use of Card.
10. Intellectual Property Rights.The Faber Platform, and the information, data, content and materials, which it contains ("Faber Materials"), are the property of Faber and/or its affiliates and licensors, excluding Usergenerated content, which Faber has a right to use as described below. The Faber Materials are protected from unauthorized copying and dissemination by Canadian United States copyright law, trademark law, international conventions, and other intellectual property laws. Faber and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Faber Materials. Any use of Faber Materials, other than as expressly permitted herein, is prohibited without the prior permission of Faber and/or the relevant right holder. The service marks and trademarks of Faber, including without limitation LabourToday.com and the Faber logo are service marks owned by Faber. Any other trademarks, service marks, logos and/or trade names appearing on the Faber Platform are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the Faber Platform without the express prior written consent of the owner.
11. Copyright Complaints and Copyright Agent.Faber respects the intellectual property of others, and expects Users to do the same. Faber will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the Faber Platform infringe upon that person's or entity's copyright or other intellectual property right (such person or entity, a "Complainant") and sends to Faber a properly submitted copyright notice as indicated below, Faber will investigate, and if it determines, in its discretion, that the material is infringing, Faber will remove the content and may terminate the access of the User who posted such content to the Faber Platform in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:
(i) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant's ownership of the work, should be included.
(ii) A statement specifically identifying the location of the infringing material, with enough detail that Faber may find it on the Faber Platform. Please note: it is not sufficient to merely provide a top level URL.
(iii) The complete name, address, telephone number and email address of Complainant.
(iv) A statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law.
(v) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed; (vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed. Faber's contact information for notice of alleged copyright infringement is: Email: firstname.lastname@example.org
12. The App / Mobile Devices
a. The Faber Platform may allow you to access our services, download our Apps, upload content to the Faber Platform, and receive messages on your mobile device (collectively "Mobile Features"). Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge you for standard messaging, data, and other fees to participate in Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact your mobile device carrier with any other questions regarding these issues.
b. You acknowledge that your use of the Apps is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the App operates (e.g., Apple iOS or Android).
c. Faber is not liable if you do not have a compatible mobile device or if you download the wrong version of an App for your mobile device. Faber reserves the right to terminate the use of the Apps or any other aspect of the Faber Platform should you be using the Apps or the Faber Platform with an incompatible or unauthorized device.
d. App Store Sourced Application. (i) With respect to Apps accessed through or downloaded from the Apple App Store ("App Store Sourced Application"), you will use the App Store Sourced Application only: (i) on an Applebranded product that runs iOS (Apple's proprietary operating system software); and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. Faber reserves all rights in and to the Apps not expressly granted to you under this Agreement. (ii) You acknowledge and agree that (i) this Agreement is valid between you andFaber only, and, that Apple is not a party to this Agreement other than as thirdparty beneficiary as contemplated below, and (ii) Faber, not Apple, is solely responsible for the App Store Sourced Application and the Faber Platform Content. (iii) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services to you with respect to the App Store Sourced Application. (iv) To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the App Store Sourced Application. (v) Notwithstanding anything to the contrary herein, and subject to the terms in this Agreement, you acknowledge that, solely as between Apple and Faber, Faber and not Apple is responsible for addressing any claims you may have relating to the App Store Sourced Application, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (vi) Further, you agree that if the App Store Sourced Application, or your possession and use of the App Store Sourced Application, infringes on a third party's intellectual property rights, you will not hold Apple responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claims. (vii) You acknowledge and agree that Apple, and Apple's subsidiaries, are thirdparty beneficiaries of this Agreement for App Store Sourced Applications, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement for App Store Sourced Applications against you as a thirdparty beneficiary thereof. (viii) Without limiting any provisions of this Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
13. Modifications to the Faber Platform. We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Faber Platform or any content or information on the Faber Platform with or without notice. We will not be liable to any party for any modification or discontinuance of the Faber Platform.
14. Confidentiality. The term "Confidential Information"shall mean any and all of Faber's trade secrets, confidential and proprietary information, personal information and all other information and data of Faber that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. The Faber Platform contains secured components that are accessible only to those who have been granted a user name and password by Faber. Information contained within the secure components of the Faber Platform is confidential and proprietary. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Faber and agree that you will not use Confidential Information other than as necessary for you to make use of the Faber Platform as expressly permitted by this Agreement and only during the term of this Agreement.
15. Disclaimer of Warranties; Limitation on Liability.
a. USE OF THE Faber PLATFORM IS ENTIRELY AT YOUR OWN RISK.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE Faber PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER Faber NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE Faber PLATFORM WILL BE UNINTERRUPTED OR ERRORFREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE Faber PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY PROFESSIONAL'S REGISTRATION, PROFESSIONAL ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Faber PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROFESSIONAL SERVICES, OR ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE Faber PLATFORM OR THIS AGREEMENT. ACCESS TO THE FaberY PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER Faber NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE Faber PLATFORM (INCLUDING BUT NOT LIMITED TO THE CONDUCT OF ANY REQUESTERS OR PROFESSIONALS). NEITHER Faber NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE Faber PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. Faber AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
b. NO LIABILITY. YOU AGREE NOT TO HOLD Faber, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY,"MEMBERS") LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES")THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE Faber PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY Faber OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL Faber OR MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE Faber PLATFORM OR ANY SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. Faber AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE Faber PLATFORM, THE PROFESSIONAL SERVICES, THE MERCHANDISE OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT Faber OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO Faber DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
c. RELEASE. Faber AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE Faber PLATFORM. THE Faber PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. TO THE EXTENT THAT THE Faber PLATFORM CONNECTS A USER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING MERCHANDISE HEREUNDER, Faber WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE Faber FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. BECAUSE Faber IS NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN USERS OR IN THE COMPLETION OF ANY PROFESSIONAL SERVICE, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE Faber AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
d. ADDITIONAL DISCLAIMER. THE QUALITY OF THE PROFESSIONAL SERVICES AND/OR THE MERCHANDISE SCHEDULED OR REQUESTED THROUGH THE USE OF THE Faber PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE PROFESSIONAL WHO ULTIMATELY PROVIDES SUCH PROFESSIONAL SERVICES TO YOU AND/OR THE THIRD PARTY MERCHANDISE PROVIDER. YOU UNDERSTAND, THEREFORE, THAT BY USING THE Faber PLATFORM, YOU MAY BE EXPOSED TO PROFESSIONAL SERVICES AND/OR MERCHANDISE THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE Faber PLATFORM, AND SUCH PROFESSIONAL, AT YOUR OWN RISK. NOTHING IN THIS AGREEMENT OR THE Faber PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL. BY USING THE Faber PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE Faber PLATFORM. YOU ACCEPT THAT, AS A CORPORATION, Faber HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST Faber'S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE Faber'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND SUBCONTRACTORS AS WELL AS Faber. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
16. Indemnification. You hereby agree to indemnify, defend, and hold harmless Faber, its licensors, and each such party's directors, officers, parent organizations, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys' fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use the Faber Platform, any Merchandise and/or any Professional Service, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to Professionals), and (v) Your Information and content that you submit or transmit through the Faber Platform. Faber reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of Faber.
17. Mutual Arbitration Agreement.
a. Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and Faber, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), you and Faber may attempt to negotiate any Dispute informally (the "Informal Negotiations")before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this Section 17 is your email address and/or physical address that you have provided to Faber. Faber's address for such notices is: email@example.com
b. Arbitration. If a Dispute is not resolved through Informal Negotiations, you and Faber agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration.
c. Excluded Disputes. You and Faber agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.
d. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. You and Faber agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
e. Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or Province where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.
f. Severability. You and Faber agree that if any portion of this section entitled "Mutual Arbitration Agreement" is found illegal or unenforceable, that portion will be severed and the remainder of this section 17 will be given full force and effect.
19. Assignment. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.
20. General Provisions. No agency, partnership, joint venture, employer/employee or franchiser/franchisee relationship is intended or created by this Agreement. A failure by us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Faber with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any Dispute, claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such Dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received by email at firstname.lastname@example.org. The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by Faber, as described below. This Agreement shall be interpreted as if jointly drafted by the parties. Faber shall have no liability to you for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by an event or circumstance beyond Faber's reasonable control including, without limitation, strikes, lockouts and other industrial disputes, breakdown of systems or network access, failure of Professionals to perform, flood, fire, explosion, acts of terrorism or accident.
21. Changes to this Agreement. We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Faber Platform. Your continued use of the Faber Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.