Terms & Conditions
WHEREAS STAKUP INC. (“STAKUP”) has developed certain proprietary programs designed to analyse, summarize and allow its Members to anonymously share and compare data on trends within the trucking and transportation industry;
AND WHEREAS the undersigned below wishes to avail themselves of this information and contribute to the data upon which STAKUP utilizes for the mutual benefit of its Members;
AND WHEREAS the undersigned therefore desires to become a Member of STAKUP;
THEREFORE in consideration of the mutual promises and other consideration set out below, and having reviewed the entire agreement, the undersigned (“Member”) and STAKUP agree as follows:
2. Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
3. By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the Service.
4.1 If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
4.2 You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
4.3 By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.
4.4 We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
4.5 We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected. We will not be held responsible or liable for any failure for the Purchase to complete, or any resulting loss or damages to you.
5. Licence to Use the STAKUP Web service
5.1 STAKUP hereby grants to the Member a non-exclusive, non-transferable, non-sublicenseable and revocable licence to access the STAKUP website and its proprietary programs and reports, subject to the terms and conditions set out herein and for the Member’s private purposes.
6. Member Data Contribution, STAKUP Analysis and Reports
6.1 Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.
6.2 By posting Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.
6.3 On a voluntary basis, Members are requested to respond each month to the STAKUP online surveys. All information collected from Members is collated and synthesized and presented to Members in a monthly STAKUP report allowing Members to track and benchmark their own historical performance based on the set of Essential Performance Indicators (EPIs) developed by the STAKUP team.
6.4 You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
6.5 Members can also access two other STAKUP platforms: ReferenceStak and ExpertStak.
6.6 We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or; (d) offensive or otherwise unacceptable to us in our sole discretion.
6.7 You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Service.
7. Blogs and Workshops
7.1 Members will also have access to STAKUP webinars, STAKUP Blogs and our Reference Stak
8.1 When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
8.2 You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
8.3 You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
8.4 You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
9. Compliance with Competition Act, Canada and anti-trust rules of the U.S.
9.1 In order to ensure that Members participating in the STAKUP web service comply with their obligations under the above noted statutes and laws, STAKUP has set a system which (a) ensures that each Member is participates in the service anonymously (b) the data provided by the Members remains confidential and (c) the analysis and reports generated by STAKUP are generic in nature.
9.2 Members agree that they will not use the information received to participate in any activity that can be described as anti-competitive and agree to indemnify and save harmless STAKUP in the event that the Members participation in the program is deemed to uncompetitive by a governmental authority
10. All Information Exchanged Confidential
10.1 Members agrees to provide complete, accurate, and timely financial and operating data, in the STAKUP format as set out in the monthly surveys. All such information provided by the Member and the reports, analysis and information which STAKUP provides to the Members in accordance with this Agreement is “Confidential Information”. The Confidential Information is for Member’s own internal use only, and each Member agrees to hold all such Confidential Information in confidence and not discuss, disclose, transmit, or otherwise communicate such Confidential Information to others or make any unauthorized copies of the Confidential Information; and to take all reasonable action necessary or appropriate, to prevent unauthorized use or disclosure of the Confidential Information.
11. Copyright and Intellectual Property
11.1 We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes the copyright or other intellectual property infringement (“Infringement”) of any person.
11.2 If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of “Copyright Infringement” of [email protected] and include in your notice a detailed description of the alleged Infringement.
11.3 You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.
11.4 All Confidential Information provided by the Member to STAKUP remains the intellectual property of the Member. The Member grants to STAKUP a royalty-free licence to use the Member’s Confidential Information in accordance with the terms of this Agreement to generate the reports and analysis described herein.
11.5 Members acknowledge that they will have access to certain intellectual property owned and developed by STAKUP which is proprietary to STAKUP and for which the Member has access to in accordance with the terms of the licence set out herein.
11.6 The Service and all contents, including but not limited to text, images, graphics or code are the property of STAKUP Inc. and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use, or to place an order with STAKUP Inc.. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of STAKUP Inc. or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.
12. Links To Other Web Sites
12.1 The Service may contain links to third-party web sites or services that are not owned or controlled by STAKUP Inc..
12.2 STAKUP Inc. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that STAKUP Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
12.3 We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
13. Limits of Liability and Members Indemnification of STAKUP
13.1 You agree to indemnify, defend and hold harmless STAKUP Inc., its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.
13.2 These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.
13.3 Members agree and acknowledge that:
(a) STAKUP Inc. makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.
(b) STAKUP Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected;
c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
(c) STAKUP does not make any representations, warranties, express or implied, or guarantees with respect to the information and reports provided by STAKUP and the Member does not rely upon such information;
(d) While STAKUP will guard against all data breaches by utilizing the appropriate data security measures available, Members acknowledge that STAKUP that their Confidential Information will remain confidential in the event of an unauthorized breach of security of the STAKUP site;
(e) In the event of a breach of security, the Member acknowledges that the limit of the liability of STAKUP will be
(a) the refund of any fees paid in the calendar year of the breach and (b) the return of any Confidential Information owned by the Member; and,
(f) Members will indemnify STAKUP, its officers, directors, employees, successors and assigns against any and all claims made including, without limiting the generality of the foregoing, claims for punitive, special, compensatory, direct, indirect, consequential, general damages, or specific damage, fine, civil penalty, expense, including reasonable legal fees and legal costs for any action, or claim arising out of or in any way connected with the Member’s membership, any act or omission of Member which violates the law, or any other obligations under this Agreement, whether in person or in rem, which any party may have by reason of any cause, matter or thing, howsoever or whensoever arising, whether known or unknown, whether statutory or non-statutory, legal or equitable. This paragraph shall remain in full force and effect both during and after termination of this Agreement.
(g) STAKUP Inc., its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iiv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
14. Members Fees
14.1 Members will pay a monthly subscription fee as published from time to time by STAKUP. The fee is due on the monthly anniversary of initial subscription date, each month and failure to remit the monthly fee in a timely fashion will result in the suspension and termination of the Members rights and privileges.
15.1 Member fees as set by STAKUP from time to time do not include taxes. If by Law any Taxes are required to be collected by STAKUP, the Member shall promptly pay an additional amount (“Additional Amount”) to STAKUP as may be necessary so that after making all required Tax deductions or withholdings (including deductions or withholdings applicable to all Taxes on, or arising by reason of, the payment of Additional Amounts), STAKUP receives an amount equal to the amount that it would have received had no such deductions or withholdings been required by Law. Members are responsible for payment and remittance of all other applicable taxes.
This Agreement shall be binding upon and ensure to the benefit of the parties, their respective heirs, executors, administrators and other legal representatives, and, to the extent permitted, their respective successors and permitted assigns. Members are not permitted to assign, transfer or otherwise dispose of all or any part of its rights or obligations or any interest in this Agreement without the prior written consent of the STAKUP.
17.1 All notices, requests, demands or other communications required or permitted to be given by STAKUP to the Member pursuant to this Agreement may be given by either (a) email addressed to the Member at the most recent email address provided by the Member to STAKUP or (b) by letter via certified/registered mail addressed to the Member at the Member’s office address as recorded in the records of the STAKUP.
17.2 All notices, request, demands or other communication required or permitted to be given by a Member to STAKUP pursuant to this Agreement shall be given by certified/registered mail addressed to STAKUP at the contact address set out in the STAKUP web page.
17.3 Such notices, requests, demands or other communications shall be deemed to have been received on the day after such notice is sent in accordance with this Agreement.
18.1 Members can terminate this Agreement at any time. Upon termination, Member’s access to the site will be immediately suspended. No refund, prorated or otherwise, of the Member’s monthly membership fee will be paid by STAKUP on termination.
18.2 STAKUP reserves the right to terminate this Agreement on fourteen (14) days’ notice, should STAKUP decide to conclude the service.
18.3 We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.
18.4 All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
18.5 Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
18.6 If you breach any of these Terms and STAKUP Inc. chooses not to immediately act, or chooses not to act at all, STAKUP Inc. will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. STAKUP Inc. does not waive any of its rights. STAKUP Inc. shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.
19. Entire Agreement and Amendment
19.1 By accessing or using our Services, you agree to be bound by the terms of this Agreement.
19.3 We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
19.4 By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.
20. Applicable Law & Consent to Jurisdiction
20.1 This Agreement and all other documents provided for in this Agreement and the rights and obligations of the parties thereto shall be governed by and construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the parties hereto attorn to the jurisdiction of the courts of the Province of Ontario.
21.1 If any provision of this Agreement or the application of such provision to any Person or circumstances shall be held illegal, invalid or unenforceable, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it is held illegal, invalid or unenforceable shall not be affected thereby. Each provision of this Agreement is intended to be severable, and if any provision is illegal, invalid or unenforceable in any jurisdiction, this will not affect the legality, validity or enforceability of such provision in any other jurisdiction or the validity of the remainder of this Agreement.
22. Contact Us
If you have any questions about these Terms, please contact us.