Gata Labs Inc. ("Gata Labs") owns and operates technology platforms which include websites located at www.gatalabs.com and onelocal.com (the "Websites") and mobile applications which include OneLocal (the "OneLocal"), that connected end users who create an account on any of the Websites and or has downloaded OneLocal, with select companies and their agents and partners who are entitled to offer services through subscribing to the Gata Labs merchant program (the "Merchant") through the Gata Labs software platform having the features further described in Section 1 (the "Gata Service"). These Customer Terms of Service ("Agreement") govern use of the Websites & OneLocal and the Gata Service more generally by all end users.
By using the Websites and/or downloading OneLocal and/or using the customer features of the Gata Service, you indicate your acceptance of this Agreement. If you do not accept any terms of this Agreement, then do not use the Websites and/or download or use OneLocal or the Gata Service or any of its features. This Agreement may be amended or updated by Gata Labs from time to time. The latest version of this Agreement will be posted on the Websites and may be provided by email to your Gata Labs account. It is your responsibility to review this agreement for any changes. The latest version of this Agreement will take effect 14 days after being made available. Your use after any amendments or updates of this Agreement shall signify your assent to and acceptance of such revised terms. The date of last revision of this Agreement is indicated at the bottom of this document.
1. The Service. The Gata Service allows registered users who use our Websites or have downloaded OneLocal ("Customers" or "you") to view service listings including descriptions, options and pricing provided by Merchants (each a "Merchant Service Offering") (ii) view pricing for the Merchant service and transact with Merchants through the Gata Service. Any contract for the provision of a Merchant Service Offering is concluded solely between you and the Merchant’s employees, contractors or consultants (the "Merchant’s Associates") or the Merchant directly, and not between you and Gata Labs. Gata Labs, in its sole discretion, may modify or amend the offering and Gata Service at any time.
3. Merchant Service Offerings: Prices and Service Information. All information provided about Merchant Service Offerings is supplied by Merchants. Merchants may provide an estimate of the cost of each Merchant Service Offering via the Gata Service (the "Price Estimate"). All Price Estimates and other service-related information are subject to change or revision at the Merchant’s discretion and are not pre-approved or reviewed by Gata Labs. Gata Labs therefore does not guarantee that any Price Estimate is correct and You should always ensure that you verify pricing and details of specific services directly with the applicable Merchant.
4. Payments and Transaction Processing. The Websites, OneLocal and Gata Service are provided to Customers without any subscription or download fees or fees for becoming a registered user. All requests and payments for Merchant Service Offerings must be transacted through the Websites or OneLocal. In any case where you are required to pay for Merchant Service Offerings by the Websites and/or OneLocal where payment is processed through the Gata Service, you must have a credit card on file with Gata Labs in order to purchase such services ("In App Payment"). You acknowledge and agree that we are acting solely as a Billing Agent in processing transactions between Merchants and Customers. You further acknowledge and agree that we may also undertake authorization checks on the selected credit card when you first join as well as when you order Merchant Service Offerings. Pre-authorizations enable Gata Labs to ensure that your card is valid and has sufficient funds. Any pre-authorizations which "block" a sum of money will be applied to purchases made by you and if you do not carry out any transactions through the Gata Service, the "block" will be removed after 1-2 weeks or such other period as is customary for your bank. Credit card transaction fees may apply. For certain a mandatory tip, to be determined solely by Gata Labs Inc., (the "Mandatory Tip") may be added to the Websites and / or OneLocal Transactions for In App Payment transactions. This Mandatory Tip will be paid by the end user of the Websites or OneLocal ("User"). The Mandatory Tip is a minimum tip amount that is required to be paid by the User, however in the future, the User may increase the tip amount to an amount greater than the Mandatory Tip amount at their own discretion (the "Final Tip"). The Mandatory Tip may vary based on the Merchant you transact with. For certainty, the Mandatory Tip will never be greater than fifteen percent (15%) of the total transaction value. Gata Labs, in its sole discretion, reserves the right to change or modify fees or Charges related to its service offering at any time. You understand that the In App Payment fee structure is intended to compensate both Gata Labs and the Merchant for the services being offered. You understand that you are solely responsible for any losses or damages related to access to your User account, whether this was authorized or unauthorized by the Customer. For the avoidance of doubt, Gata Labs will not be liable for any of the circumstances described above.
5. Conduct Guidelines. In using the Gata Service you agree that you will:
Provide accurate information when registering an account and keep such information up to date;
keep your user login details and access to the Websites & OneLocal secure and not share or disclose them to any third party. Gata Labs will not be held liable for any damages caused by virtue of the compromise of your account or password, including any unauthorized access to your account, use of your password or the compromising of your credit card details. Please contact Gata Labs immediately if you suspect or become aware of any unauthorized use of your user name or password or any other breach of security; and
treat the Merchant and the Merchant’s Associates with respect and not engage in any conduct which is threatening, harassing or otherwise harmful to the Merchant or Merchant Associates or third parties.
Gata Labs reserves the right to terminate your access to the Gata Service and take appropriate legal action if you are in breach of these requirements or the restrictions in Section 6 below.
6. Use Restrictions. You shall not and shall not permit anyone to:
modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Gata Service or OneLocal or access the Gata Service or OneLocal in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions of the Gata Service; or (iii) advertise or promote third party products or services or your own products or services;
circumvent any user limits or other timing or use restrictions that are built into the Gata Service or attempt to again unauthorized access to parts of the Gata Service which are not made available to you by Gata Labs including access to other users’ accounts;
resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Gata Service (or any of its components) available to any third party without Gata Labs’ prior written consent; or
use the Gata Service for any unlawful purpose, including but not limited to: (1) sending spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) sending or storing infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates third-party privacy rights or may be harmful to minors.
7. Conduct & Reporting. Gata Labs is not responsible for the behaviour, acts or omissions of the Merchant or the Merchant’s Associates. If you feel that a Merchant or a Merchant’s Associates has failed to deliver Merchant Service Offerings which you have paid for, misdescribed, overcharged, threatened You, harassed You or otherwise acted in an inappropriate manner, you may notify Gata Labs of this conduct through the feedback features of the Websites and / or OneLocal. Gata Labs will take appropriate steps as necessary to review and respond to your complaint. By submitting a complaint you acknowledge and agree that Gata Labs may need to disclose your identity to the Merchant in order for the Merchant to follow up directly with You in regards to your complaint unless you specify otherwise.
9. Feedback. If you provide Gata Labs with any suggestions, comments or other feedback whether through the Websites, OneLocal, via email or other means ("Feedback"), Gata Labs may use such Feedback in the Gata Service or in any other Gata Labs products or services (collectively, "Gata Labs Offerings"). Accordingly, You agree that: (a) Gata Labs is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Gata Labs, (c) Gata Labs (including all of its successors and assigns and any successors and assigns of any of the Gata Labs Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Gata Labs Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Gata Labs in respect of such Feedback. If your feedback is specific to a Merchant, we may share that feedback with the Merchant in question including identifying you as the provider of the feedback unless you ask Gata Labs (when providing the feedback) to keep your feedback anonymous.
10. Limitation of Liability
A. Gata Labs disclaims any and all liability related to your interaction with, or receipt of services from the Merchant and/or the Merchant’s Associates. You acknowledge that although we will do our best to protect your information, the Internet is not a secure medium and privacy cannot be assured. Internet data transmission, including without limitation personal information and payment information, is vulnerable to interception and forging. Gata Labs will not be responsible for any damages you or any third party may suffer as a result of the transmission of confidential information that you make available to Gata Labs through the Internet, or that you expressly or implicitly authorize Gata Labs to make, or for any errors or any changes made to any transmitted information.
B. In no event shall Gata Labs be liable for damages of any kind, whether arising in contract (including breach of this Agreement), tort, negligence or under any other legal theory, arising out of or in connection with (i) your use, or inability to use or access the Gata Service; including without limitation any direct, indirect, special, incidental, consequential, exemplary or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profit, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, business interruptions, lost opportunities and whether caused by tort (including negligence and strict liability), breach of contract or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.
C. Gata Labs is not responsible for: (i) any losses not caused by our own gross negligence or willful misconduct; (ii) the actions, inactions, errors, omissions, representations, warranties, breaches or negligence of any passengers or for any personal injuries, death, property damage, or other damages of expenses resulting therefrom; (iii) the actions, inactions, errors, omissions, representations, warranties, breaches or negligence of Drivers or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom; (iv) indirect losses which means loss to you which is a side effect of the main loss or damage and where you and Gata Labs could not have reasonably anticipated that type of loss arising at the time of entering into this Agreement; (v) failure to provide Gata Labs or to meet any of our obligations under this Agreement where such delay, cancellation or failure is due to events beyond our control (e.g., a network failure, internet delays, rerouting acts of any government or authority, acts of nature, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, weather, or road conditions and breakdowns); or (vi) if for any reason, all or any part of the Gata Service or OneLocal are unavailable at any time or for any period.
11. Disclaimer of Warranties. OneLocal and the Gata Service are provided "as is" and Gata Labs makes no representation or warranty, either expressed or implied, or otherwise, including any representation or warranty that the Gata Service, its contents or any services will be accurate, reliable, timely, secure, error-free or uninterrupted, that defects will be corrected, that the Websites or OneLocal are free of viruses or other harmful components or that any services obtained through the Websites or OneLocal will otherwise meet your needs, requirements or expectations. Any statutory warranties are disclaimed to the maximum extent permitted by law and you hereby waive the benefit of any statutory warranties to the maximum extent permitted by law. For greater certainty, Gata Labs will not be liable for any loss or damage caused by a distributed denial-of-service attack, virus, or other technologically harmful material that may infect your computer equipment, mobile device, computer programs, data, or other proprietary material due to your use of the Gata Service. Your use of the Gata Service, Websites and OneLocal is at your own risk.
12. Indemnity. You shall indemnify, defend, and hold Gata Labs (including its officers, directors, agents, and employees) harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, and/or judgments (collectively "Claims"), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Gata Labs by reason of any Claim arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property caused by any act, error or omission, or misconduct by You; (b) violation of any law or regulation by You (including, without limitation, any privacy or personal information protection law or regulation); or (c) breach of any material terms of this Agreement by You. (d) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend Gata Labs against these claims at Gata Labs request, but Gata Labs may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Client must not settle any claim without Gata Labs prior written consent if the settlement does not fully release Gata Labs from liability or would require Gata Labs to admit fault, pay any amounts or take or refrain from taking any action.
14. General Terms. This Agreement and your license to use the Websites and / or OneLocal shall not be assigned or transferred by you to anyone without consent of Gata Labs. No failure or delay by Gata Labs in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. This Agreement is governed by the laws of the Province of Ontario, Canada and the courts of Ontario shall have exclusive jurisdiction to resolve any dispute arising pursuant to this Agreement. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement.
Last updated: January 4, 2019