TERMS OF USE

MERCI!
FOR USING THE WALLRUS

The Wallrus’ products and services are provided by Orangerine Inc. These Terms of Service (“Terms”) govern your access and use of The Wallrus’ website, products, and services (“Products”). Please read these Terms carefully, and contact us if you have any questions. By creating your account or using our Products, you agree to be bound by these Terms and by our Privacy Policy.

OUR SERVICE

The Wallrus is an interactive social wall service that allows you to display your social media content (such as Twitter, Instagram, Pinterest and Facebook) along with a selection of advertising modules. We are located in the beautiful city of Montréal.

Subject to these Terms and Policies, we grant you a limited, non-exclusive, non-transferable, and revocable license to use The Wallrus.

1 – BASIC TERMS

1. You are responsible for your use of the services and for any content accessed or made available to others through your account (even if that content is accessed or made available by others). You take all risks associated with the services and any content accessed or made available to others through your account. Orangerine Inc. will not be held responsible for your use of the services or for any such content.
2. To access or use the Services, you must be able to form a binding contract with Orangerine Inc. and you must not be prohibited from receiving the Services under Canadian law or any other applicable laws.
3. Orangerine Inc. may change the Services or stop providing them (temporarily or permanently) at any time and from time to time without notice.
4. You acknowledge that the Services allow you to access and use content and services offered by third party service providers (e.g., Twitter, Facebook, Pinterest, Instagram, etc.). You must agree to comply with the relevant terms and conditions of any such Third Party Service Provider.
5. Your access to and use of the Services must be in accordance with these Terms of Service. If you violate these Terms of Service, you are no longer permitted to use the Services and Orangerine Inc. may (but has no obligation to) terminate your ability to access or use the Services at any time.
6. Some of our Products may be software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Products, and these Terms will apply to such upgrades.

2 – YOUR ACCOUNT

1. You must provide your legal full name, a valid email address, and any other information requested in order to complete the account sign-up process.
2. You are responsible for maintaining the security of your account login information and for any activities or actions occurring under your account. Orangerine Inc. encourages you to use a “strong” password (passwords that use a combination of upper and lower case letters, numbers and symbols) for your account. Orangerine Inc. will not be responsible for any loss or damages resulting from your failure to comply with this obligation.
3. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
4. If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.

3 – YOUR CONTENT

1. You understand that by using the Services you may be exposed to Content that might be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive. Orangerine Inc. does not pre-screen Content and cannot be responsible for the Content accessed or made available to others through the Services,
2. Orangerine Inc. and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Services. Orangerine Inc. may (but has no obligation to) remove Content and accounts containing Content that Orangerine Inc. determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive (including Content that Orangerine Inc. determines in its sole discretion to: (a) be libelous, defamatory, pornographic, obscene, or otherwise objectionable; or (b) violate any party’s intellectual property).
3. Orangerine Inc. does not permit verbal, physical, written or other abuse (including threats of abuse or retribution) of any The Wallrus customer, employee, member, or officer. Engaging in any such behaviour may at Orangerine Inc.’s sole discretion result in the immediate termination or your account.
4. You must not upload, post, host, transmit or otherwise make available to others unsolicited email, SMSs, or “spam” messages through the Services.
5. You must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature (“Viruses”) through the Services.
6. Our Products may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by The Wallrus. Orangerine Inc. does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from The Wallrus, you do so at your own risk and you agree that The Wallrus will have no liability arising from your use of or access to any third-party website, service, or content.

4 – YOUR PAYMENT

1. If you are purchasing Services from The Wallrus., you must provide Orangerine Inc. with a valid credit card.
2. You further agree to pay all fees and applicable taxes incurred by you or anyone using your account.
3. Licenses can be purchased from the “Activate” section found in the main menu of the membership portion of the site. Licenses can be purchased online with VISA, MasterCard and AMEX.
4. All prices are being displayed in US dollars and should be paid un such currency.
5. The price of the License will be the price specified in the Site at the time of your purchase. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize Orangerine Inc. to charge the designated credit card for the total amount of the purchase.
6. You must fill out your correct province/state and country so that Orangerine Inc. can understand its obligations to applicable taxation authorities.

5 – MODIFICATIONS TO THE SERVICES AND PRICES

1. Orangerine Inc. may change the Services at any time and from time to time without notice. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these Terms of Service. Orangerine Inc. may also stop (temporarily or permanently) providing the Services (or any part of the Services) to you or to its customers generally without prior notice.
2. Prices of all Services are subject to change upon 30 days notice from Orangerine Inc. Such notice may be provided at any time by posting the changes on The Wallrus’ website (currently located at (www.the-wallrus.com).
3. Orangerine Inc. shall not be liable to you or to any third party for any change to the Services, price change, suspension or discontinuance of the Services.

6 – COPYRIGHT

1. Orangerine Inc. and its licensors retain title to and ownership of all rights (including copyright, trade-mark, patent, trade secret and all other intellectual property rights) in and to the Services and The Wallrus Content. You acquire no rights whatsoever to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you are reserved to Orangerine Inc. and its licensors.
2. We claim no intellectual property rights over the Content made available to others through your account. Additionally, your profile and other Content you provide to The Wallrus in connection with the Services remain yours. However, by making that Content available to others through the Services, or providing it to The Wallrus through the Services, you grant Orangerine Inc. a worldwide, non-exclusive, royalty-free, fully paid up license (with a right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content through any or all media or distribution methods (whether now known or hereafter developed). You also acknowledge that the purpose of the Services is to access the services of Third Party Service Providers, and that as a result you are agreeing to grant to Orangerine Inc. any and all other rights you grant to applicable Third Party Service Providers.

7 – SECURITY

We care about the security of our users. While we work to protect the security of your content and account, Orangerine Inc. cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.

8 – USE AND RESTRICTIONS

1. You may only use the Services to: (a) access Content on The Wallrus website; and (b) access, manage and obtain information about your accounts with Third Party Service Providers in accordance with these Terms of Service and any terms specified by the Third Party Service Providers.
2. You may not access or search or attempt to access or search the Services by any means (automated or otherwise) except through The Wallrus’ currently available interfaces.
3. You may not use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other laws applicable in Canada or applicable to you.
4. You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any Content.
5. You may not, without Orangerine Inc.’s prior written permission (including the permissions granted by these Terms of Service): (a) copy, distribute (including by framing any of the Services on any web site), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law); (c) make derivative works of the Services; or (d) modify another website so as to falsely imply that it is associated with the Services, The Wallrus or any other The Wallrus’ products or services.

9 – DISCLAIMER

Orangerine Inc. takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Products. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

Orangerine Inc. cannot be held responsable for any technical/downtime issues related to third party connectivity and/or issues outside of Orangerine Inc.’s control.

10 – CANCELLATION & TERMINATION

All purchased licenses are non-refundable. Should you have a “force majeur” situation, please contact us and we will see what we can do for you.

Orangerine Inc. is committed to its 100% satisfaction policy. Should you be unsatisfied with your experience and want to cancel your account, Orangerine Inc. will refund the total amount of the purchased license.

If you choose to cancel your account, you are solely responsible for doing so properly. Your cancellation will take effect immediately and Orangerine Inc. will delete all of your Content from the Services reasonably promptly after cancellation. Once you cancel your account, your Content cannot be recovered.

Orangerine Inc. does not accept any responsibility for loss of Content due to account cancellation.

Orangerine Inc., in its sole discretion, has the right to suspend, terminate or restrict your access to the Services, or any other The Wallrus’ service, for any reason and at any time. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the deletion of all Content on your account. Orangerine Inc. reserves the right to refuse to provide the Services to anyone for any reason at any time.

The provisions regarding “Use and Restrictions”, “ Your Payment”, “Cancellation and Termination”, “copyright”, “Disclaimer”, “Limitation of Liability” and “General conditions” and any provisions which by their nature survive, shall survive the termination of these Terms of Service.

11 – LIMITATION OF LIABILITY

THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. ORANGERINE INC. DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, CURRENCY, OR TIMELINESS OF THE SERVICES. ORANGERINE INC. DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY INCOMPLETENESS, ERRORS, SECURITY, VIRUSES, BUGS, PROBLEMS, OMISSIONS, INACCURACIES OR OTHER LIMITATIONS IN, OR INTERRUPTIONS IN THE OPERATION OF, THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, ORANGERINE INC. DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES ARE OR WILL BE SECURE, COMPLETE OR FREE OF ERRORS, VIRUSES, BUGS, PROBLEMS OR OTHER LIMITATIONS OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. ORANGERINE INC. DISCLAIMS ALL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION ANY (I) DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, (II) LOST PROFITS OR SAVINGS, (III) BUSINESS INTERRUPTION, (IV) LOSS OF PROGRAMS OR DATA (INCLUDING ANY CONTENT), (V) LOST REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS, (VI) LOSS OF USE, (VII) PERSONAL INJURY, (VIII) FINES, FEES, PENALTIES, OR (VI) ANY OTHER LOSSES OR DAMAGES WHETHER OR NOT ORANGERINE INC. IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICES.

12 – INDEMNITY

If you use our Products in violation of Section 3, as determined in our sole and absolute discretion, you agree to indemnify and hold harmless Orangerine Inc. and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms.

13 – GOVERNING LAW AND JURISDICTION

This Agreement is governed by and is to be construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein and treated in all respects as a Quebec contract. The parties to this Agreement hereby irrevocably and unconditionally attorn to the jurisdiction of the courts of the Provence of Quebec and all courts competent to hear appeals therefrom.

The Wallrus is controlled and operated from Canada, and we make no representations that it is appropriate or available for use in other locations.

14 – GENERAL CONDITIONS

Technical support is only provided to paying account holders and is only available via email.

You understand that The Wallrus uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

You understand that the technical processing and transmission of the Services, including your Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

The failure of Orangerine Inc. to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Orangerine Inc. and governs your use of the Services, superseding any prior agreements between you and HootSuite Media (including, but not limited to, any prior versions of the Terms of Service). A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Subject to Orangerine Inc.’s ability to amend these Terms of Service, they cannot be changed.

If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Service and such determination shall not affect the remaining provisions contained herein.

You may not assign these Terms of Service or any of your rights or obligations under these Terms of Service to a third party. Subject to the foregoing, these Terms of Service shall ensure to the benefit of and be binding upon you and Orangerine Inc. and their respective successors (including any successor by reason of amalgamation) and assigns.

You agree that if you sue Orangerine Inc. and do not obtain judgment in your favour, you will pay all of Orangerine Inc.’s costs, including reasonable fees for in-house and outside legal counsel.

It is the express wish of the parties that these Terms of Service and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.