Terms & Conditions
Last Revision: January 1st, 2025
The following terms of use (the “Terms & Conditions”) govern your access to and use of services we make available online at tradeconservices.com (the “Tradecon Platform”).
These Terms of Use form an agreement between Tradecon Services Inc. (“Tradecon”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, accessing or otherwise using the Tradecon Platform (“use” or “using” in these Terms of Use will mean any of the foregoing).
BY USING THE TRADECON PLATFORM, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE TRADECON PLATFORM IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.
IF YOU ARE USING THE TRADECON PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.
This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, applications, services or otherwise.
1. Tradecon Platform
(a) Our Role. The Tradecon Platform is a contracting brokerage where Users seeking home improvement services (“Homeowners”) and home improvement professionals (“Contractors”) may enter into agreements for the provision of the Contractor’s home improvement services (“Contractor Services”, and each such agreement a “Contract”). Through the Tradecon Platform, Homeowners may request Contractor Services and Contractors may bid to provide such Contractor Services. If a Homeowner accepts a bid, the Homeowner and Contractor whose bid was accepted enter into a Contract for the provision of the Contractor Services. Tradecon may engage third parties to assist it in providing the Tradecon Platform or any part thereof.
(b) Tradecon is not a Party to the Contracts. You understand that Tradecon is not a party to the Contracts. At all times, Homeowners and Contractors are responsible for evaluating Contracts and the other Homeowners and Contractors with whom they choose to enter into such Contracts. Tradecon may review and accept or reject proposed Contracts in its sole discretion, but Tradecon does not supervise and is not responsible for the content or fulfilment of any Contracts.
(c) Closing out a Contract.
(i) When a Contractor fulfils a Contract, Contractor will complete a walk-through of the Contractor Services with Homeowner, and mark the Contractor Services as complete in the Tradecon Platform. Homeowner must then either: (A) also mark the Contractor Services as complete, or (B) identify deficiencies in the Contractor Service that need to be completed before Homeowner agrees to mark the Contractor Services as complete.
(ii) In the event of a dispute arising from or related to the services provided through the Tradecon platform, the aggrieved party ("Complainant") may initiate the conflict resolution process. The Complainant shall identify and detail the nature of the dispute directly to the other party (“Respondent”).
Upon receipt of a dispute notification, the Respondent shall be given the opportunity to respond to the concerns raised within 14 days of receiving the notification.
Subsequent to the exchange of information, the Complainant may propose a resolution which they deem fair and equitable within 7 days of the Respondent's reply. This proposal should include the amount of funds the Complainant is willing to release and any other conditions or commitments they expect from the Respondent.
The Respondent shall have the opportunity to review the Complainant's proposal. They may accept the proposed resolution or submit a counter-proposal if they believe modifications or additional commitments are necessary within 7 days of receiving the Complainant's proposal.
In the event that a resolution cannot be reached independently, Tradecon may, at its sole discretion, provide mediation services or assign a neutral third-party moderator to facilitate the resolution process within 30 days of the initial complaint. The mediator/moderator will assist in identifying common ground, exploring alternative solutions, and guiding the parties towards a mutually satisfactory resolution. Either party may request mediation after a certain period of time (e.g., 15 days after the initial complaint). A mediation fee, proportional to the amount in dispute, may be applied. Tradecon reserves the right to choose whether to mediate using a Tradecon representative or an external mediator.
Upon reaching an agreement, Tradecon shall oversee the disbursement of funds (less any transaction fees owed to Tradecon and any amounts for Contractor Services already marked as complete) in accordance with the agreed terms within 14 days of the agreement being reached. This may involve releasing a portion of the funds to the Respondent, as proposed by the Complainant, or any alternative arrangement mutually agreed upon by both parties. Following resolution, both parties will be guided towards the rating and review process within 7 days of the resolution.
All communications, proposals, and agreements made during the conflict resolution process shall be documented and preserved. This ensures transparency, accountability, and provides a reference for any future disputes or clarifications.
(d) Design Services
Tradecon may offer design services to homeowners through the platform. These services are provided by a third-party provider, but may be presented as being provided by Tradecon ("White Label Services"). Tradecon acts as an intermediary in the provision of these services, facilitating the transaction between the homeowner and the third-party provider.
The designs and drawings provided as part of the White Label Services are intended to serve as a guide for homeowners and contractors and are not intended for use in applying for permits. All measurements and related material takeoffs should be verified by the homeowner and contractor. They will not bear any architectural or engineer's stamps. If homeowners choose to use these designs and drawings for purposes beyond their intended use, they do so at their own risk.
Different levels of White Label Services may be offered at different costs. The details of what is included in each service level and the associated costs will be provided to the homeowner at the time of purchase.
The timeline for the provision of White Label Services will depend on the availability of the third-party provider. While Tradecon will make reasonable efforts to facilitate the timely provision of services, it cannot guarantee specific timelines.
Tradecon is not responsible for the performance of the third-party provider in providing the White Label Services. Any claims related to the quality, performance, or any other aspect of the White Label Services should be directed to the third-party provider. Tradecon disclaims all liability for any damages or losses arising from the use of the White Label Services.
(e) Your Responsibilities.
(i) Homeowners are solely responsible for determining the suitability of Contractors to provide the requested Contractor Services and for paying for the Contractor Services. Tradecon hereby disclaims all liability for any claims arising from, in respect of, or relating to the suitability of a Contractor to provide the requested Contractor Services. Homeowners will not use or access the Tradecon Platform or request Contractor Services: (A) in violation of any applicable law or a third party’s rights; (B) in a manner that threatens the security or functionality of the Tradecon Platform; or (C) in any manner not expressly permitted in these Terms of Use; or (D) submit or request any Contractor Services that would require action or inaction by Contractors or any third party that would violate any applicable law or a third party’s rights.
(ii) Contractors are solely responsible for (A) determining which requests for Contractor Services to bid on; (B) which Contracts to enter into; (C) providing the Contractor Services; and (D) ensuring that Contracts and Contractor Services comply with all applicable laws, including applicable building code and consumer protection laws. Contractors will not use or access the Tradecon Platform or enter into Contracts: (1) in violation of any applicable law or a third party’s rights; (2) in a manner that threatens the security or functionality of the Tradecon Platform; or (3) in any manner not expressly permitted in these Terms of Use.
(iii) By using the Tradecon Platform, Homeowner grants Tradecon the right without being guilty of trespass to place a Tradecon-branded road sign (the “Road Sign”) on the Homeowner’s property in such a manner that the Road Sign is clearly visible to passersby. The Road Sign may be placed on the Homeowner’s property by Tradecon at any time between when the Homeowner requests Contractor Services and five days following when the Contractor Services are marked complete. Homeowner agrees to keep the Road Sign in the same position on the property as initially placed by Tradecon for four days following Tradecon’s initial placement of the Road Sign (the “Minimum Promotional Period”). At any time following the Minimum Promotional Period, Homeowner may remove the Road Sign from their property and dispose of the Road Sign at their discretion.
(iv) Users who choose to self-declare any information, claims, or representations on the platform are solely responsible for the accuracy, completeness, and legality of the information provided. Tradecon does not endorse or verify the accuracy of user-provided information. Users understand and agree that Tradecon shall not be held liable for any false, misleading, or inaccurate claims made by users on the platform.
(f) Off Platform Transactions and Fees
(i) Tradecon provides a valuable service by connecting homeowners and contractors. To maintain the integrity of the platform and ensure that all parties are fairly compensated for their participation, certain rules apply to transactions that originate from connections made on the Tradecon Platform but are conducted off the platform.
(ii) If a homeowner identifies a contractor through the Tradecon Platform and chooses to engage the contractor's services outside of the platform, the homeowner is required to pay an Off Platform fee of 5% to Tradecon. This fee is calculated based on the total cost of the project.
(iii) Similarly, if a contractor identifies a project on the Tradecon Platform and enters into a transaction with the homeowner outside of the platform, the contractor is also required to pay an Off Platform fee of 5% to Tradecon. This fee is calculated based on the total cost of the project.
(iv) The Off Platform fee is due upon the start of the project. Tradecon is not responsible for providing an invoice for the Off Platform fee. However, Tradecon will provide a receipt upon payment. At its sole discretion, Tradecon may choose to provide an invoice for the Off Platform fee.
(v) The Off Platform fee is solely a transaction fee and does not create any sort of a relationship or partnership between any of the parties. Payment of the Off Platform fee does not grant any additional rights, including but not limited to the ability to leave ratings and reviews on the Tradecon Platform.
(vi) If the Off Platform fee is not paid within 30 days of the start of the project, interest will accrue on the unpaid fee at a rate of 2.5% per month, compounded monthly.
(vii) The Off Platform fee and the associated interest charges are necessary to support the operation of the Tradecon Platform and to discourage the unfair practice of circumventing the platform after connections have been made. This ensures that Tradecon can continue to provide a valuable service to both homeowners and contractors.
(g) Restrictions on Use.
(i) Prohibited Uses. You will not, nor will you permit others to: (i) use the Tradecon Platform to resell or permit timesharing or service bureau use of the Tradecon Platform; (ii) knowingly submit or post any User Feedback (as defined below) that is untrue or inaccurate; (iii) use the Tradecon Platform to create, collect, transmit, store, use or process any User Data: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that you do not have the lawful right to create, collect, transmit, store, use or process; (C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (iv) reverse engineer, decompile or disassemble any component of the Tradecon Platform; (vi) remove or obscure any proprietary notices or labels on the Tradecon Platform ; (vii) access or use the Tradecon Platform for the purpose of building a similar or competitive product or service; or (viii) perform any vulnerability, penetration or similar testing of the Tradecon Platform.
(ii) User Conduct. All users of the Tradecon platform are expected to conduct themselves in a manner that is respectful, lawful, and in accordance with these terms and conditions. Users are prohibited from engaging in any actions that may harm the platform or its users, or that violate any applicable laws or regulations. This includes, but is not limited to, harassment of other users, misuse or unauthorized use of the platform and its features, infringement of intellectual property rights, and any other behaviour that is unlawful or unethical. Tradecon reserves the right to investigate and take appropriate action, in response to any violations of these conduct guidelines.
(h) Verifications and Certifications.
Background Verification. For a fee, Contractors may elect and consent to undergo an optional annual background check and ID verification process whereby third parties will confirm the Contractor’s identity (“ID Verification”) and search all records and information available on the Contractor at the time the search is conducted including non-conviction information, charges before the courts, findings of guilt or convictions and court orders registered in the Contractor’s name in the National Repository of Criminal Records, the Canadian Police Information Centre database and local records available to the police service (the “Background Check” and together with the ID Verification, “Background Verification”). The Background Check may also include a search of court records and a query of records management systems in other police agencies' jurisdictions through the Police Information Portal or other data sharing systems. Contractors that have their identify confirmed through the ID Verification process and/or that undergo a Background Check that indicates the Contractor is not subject to any charges before the courts, findings of guilt or convictions and court orders registered in the Contractor’s name in the National Repository of Criminal Records, the Canadian Police Information Centre database and local records available to the police service, court records, records management systems in other police agencies' jurisdictions through the Police Information Portal or other data sharing systems (a “Verified Background”), may receive a notation on their bid proposals indicating such Verified Background. Contractors that have a Verified Background are permitted to request a site visit at the location where a Homeowner has requested the Contractor Services be provided prior to the provision of the Contractor Services (a “Site Visit”). Tradecon may, in its sole discretion, limit the number of Site Visit requests a Contractor is able to make. Tradecon does not represent or warrant that (A) the Background Verification will be complete and accurate, or (B) Contractor Services completed by a Contractor that has a Verified Background will be of a certain quality or meet a certain standard. Tradecon hereby disclaims all liability for any claims arising from, in connection with, or relating to (1) the accuracy and completion of the Background Verification, and (2) the quality of Contractor Services performed by a Contractor that has a Verified Background.
2. Electronic Communications
(a) When you use or view the Tradecon Platform or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, text messages or phone calls. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(b) If you are a member of our mailing list you will also receive email communications from us regarding our products, services and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications.
(c) If you sign up through Tradecon to receive special offers regarding products and services from our partners, you authorize us to share your email address and other Personal Information you authorize with the partner whose offer you wish to receive. If you request these special offers, you acknowledge the partner may also send you future offers that may interest you. You can opt out of future communications from Tradecon by changing your user settings or emailing info@tradeconservices.com; you can unsubscribe from future partner communications by following their unsubscribe and opt out instructions. You do not have to agree to participate in these offers in order to use the Tradecon Platform. You understand that Tradecon may receive financial remuneration in exchange for sharing your email address and other Personal Information you authorize with partners if you choose to sign up for an offer. Once you sign up for an offer, you can change your mind at any time, but if the partner or Tradecon has already relied on your authorization to share your email or other Personal Information for a particular offer, any action already taken cannot be undone.
(d) Third-Party Links & Services. The Tradecon platform may contain links to third-party websites or services. These links are provided for user convenience and do not constitute an endorsement by Tradecon of the third-party sites or services. Tradecon is not responsible for the content, accuracy, legality, or any other aspect of these third-party sites or services. Users are encouraged to read the terms and conditions and privacy policies of any third-party site or service that they visit.
3. Data; Intellectual Property
(a) Except as expressly set forth in these Terms of Use, nothing in these Terms of Use assigns or grants to Tradecon any right, title or interest, including any intellectual property rights, in or to your User Data. You grant to Tradecon a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit User Data to: (i) provide the Tradecon Platform; (ii) improve and enhance the Tradecon Platform and for other Tradecon offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual (such data, information and materials, the “Aggregated Data”). Tradecon may use Aggregated Data for any purpose and without restriction or obligation to you.
Tradecon or its licensors retain all ownership and intellectual property rights in and to: (i) the Tradecon Platform; (ii) anything developed or delivered by or on behalf of Tradecon under these Terms of Use, including the Domain Name, if applicable; and (iii) any Modifications to the foregoing (i) and (ii).
(b) Intellectual Property Rights. All content, logos, trademarks, and other intellectual property related to the Tradecon platform are the exclusive property of Tradecon Services Inc. Unauthorized use of this intellectual property is strictly prohibited. Any content generated or uploaded by users on the Tradecon platform becomes the property of Tradecon Services Inc. Users must ensure that they have the necessary rights and permissions to any content they upload or generate on the Tradecon platform. Users are strictly prohibited from uploading or generating content that infringes on the intellectual property rights of others.
(c) All rights not expressly granted by Tradecon to User under these Terms of Use are reserved.
4. Privacy
(a) You understand that your Personal Information will be treated in accordance with Tradecon Services’ privacy policy located at https://www.tradeconservices.com/privacy-policy.
(b) Personal Information Warranty. You represent and warrant to, and covenant with Tradecon that your User Data will only contain Personal Information in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable Tradecon to provide the Tradecon Platform, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Tradecon and to or from all applicable third parties.
5. Support
User will generally have access to Tradecon’s technical support services (“Support Services”) from 9:00 am to 5:00 pm ET on Monday-Friday, through email at info@tradeconservice.com, or by visiting www.tradeconservices.com and using the call icon in the top right corner of the screen.
6. Fees and Payment
You must pay the following fees, as applicable to you, in accordance with these Terms of Use:
(a) Contract Fees. Contractors will specify in their bids the fees payable for the provision of the Contractor Services (“Contract Fees”). Homeowners will pay Contract Fees in advance to Tradecon through the Tradecon Platform. Tradecon will release the Contract Fees to Contractors in accordance with the closing out process set forth in Section 1(c). In no event will Tradecon be liable to (i) Homeowners for unperformed or underperformed Contractor Services; or (ii) Contractors for unpaid Contract Fees.
(b) Tradecon charges payment processing fees to the Contract Fees. More information about payment processing fees and how they are calculated can be found at www.tradeconservices.com. Except as otherwise stated, payment processing fees are non-refundable. Tradecon reserves the right to change the service fees at any time and will provide Homeowners notice of any fee changes before they become effective. Payment processing fees will not affect contracts made prior to the effective date of the change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 12.a.
(c) Payment Methods. You must provide a valid method of payment upon entering into a Contract. You agree and acknowledge that we may bill your payment method for the Fees in accordance with these Terms of Use and any applicable Contracts.
(d) Late Payment. If Users fail to pay any Fees when due, Tradecon reserves the right to suspend Users’ access to the Tradecon Platform and restrict the requests for bids for Contractor Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of two and a half percent (2.5%) compounded monthly, or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
(e) Taxes. The Fees set out in these Terms of Use do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Users will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms of Use other than taxes based on the net income or profits of Tradecon.
(f) Suspension. Any suspension of the Tradecon Platform by Tradecon pursuant to the terms of these Terms of Use will not excuse Users from their obligation to make payments under these Terms of Use.
(g) Contractor Fees. Tradecon reserves the right to charge Contractors fees for projects facilitated through the Tradecon Platform, including but not limited to projects originating from property management companies and regular homeowner projects. These fees may include, but are not limited to:
(i) Payment Processing Fee
(ii) Access Fee
The rates for these fees will be determined by Tradecon and may be updated from time to time. Current fee rates will be displayed on the referral agreement or upon request. These fees are subject to applicable taxes and will be deducted from the Contract Fees before payment is released to the Contractor. Tradecon reserves the right to modify, add, or remove fees at any time, with notice provided to Contractors through the Tradecon Platform or other means of communication.
7. Confidential Information
(a) Definitions. For the purposes of these Terms of Use, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Terms of Use, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where Discloser is User includes User Data; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
(b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under these Terms of Use: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than these Terms of Use, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each party will take industry standard precautions to safeguard the other party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
(c) Exceptions to Confidentiality. Notwithstanding Section 7(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business; or (iii) where Recipient is Tradecon, to Homeowners or Contractors who have entered into a Contract to the extent necessary to facilitate such Contracts.
8. Disclaimer
DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRADECON DOES NOT WARRANT THAT THE TRADECON PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE TRADECON PLATFORM. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE, THE TRADECON PLATFORM (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY TRADECON TO USER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
USER ACKNOWLEDGES THAT TRADECON IS NOT RESPONSIBLE FOR THE ACTIONS OR OMISSIONS OF HOMEOWNERS, CONTRACTORS OR FOR ANY OF THE CONTRACTOR SERVICES OR CLAIMS RELATING THERETO.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRADECON HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, TRADECON EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO USER IN CONNECTION WITH USER’S USE OF THE TRADECON PLATFORM (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY USER FOR ANY PURPOSE WHATSOEVER.
9. Exclusivity
You acknowledge and agree: (i) that a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Tradecon Platform (the “Tradecon Relationship”); and (ii) for 24 months from the start of a Tradecon Relationship (the “Non-Circumvention Period”), you agree to use the Tradecon Platform as your exclusive method to request, make, and receive all payments for Contractor Services directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the payment methods offered on the Tradecon Platform. If you use the Tradecon Platform as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.
10. Indemnities
To the fullest extent permitted by applicable law, you will defend, indemnify and hold harmless Tradecon, and its officers, directors, employees and agents (each, a "Tradecon Indemnitee") from and against any and all Losses incurred by an Tradecon Indemnitee arising out of or relating to any action (other than by an affiliate of an Tradecon Indemnitee) that arise from or relate to: (A) your provision of User Data in a manner not compliant with this Agreement or the Privacy Policy; (B) your breach of Sections 4(b) or 6; (C) your unauthorized use Tradecon Platform; (D) any personal injury, damage to property or disputes arising from or relating to the Contractor Services.
11. Limitation of Liabilities
(a) The following provisions have been negotiated by the parties and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy.
(b) AMOUNT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 11(d), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF TRADECON IN CONNECTION WITH OR UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED (I) THE AMOUNT OF THE FEES PAID BY YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) IF THE PLATFORM HAS BEEN PROVIDED TO YOU WITHOUT THE PAYMENT OF FEES, $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
(c) TYPE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 11(d), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TRADECON BE LIABLE TO YOU FOR: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE TRADECON PLATFORM OR THESE TERMS OF USE; OR (VII) ANY CLAIMS ARISING FROM OR RELATING TO THE CONTRACTOR SERVICES OR ANY DISPUTES BETWEEN HOMEOWNERS AND CONTRACTORS REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
(d) Exceptions. The exclusions and limitations in Sections 11(a) and 11(c) do not apply to Losses arising out of or relating to a party’s gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts.
12. Term and Termination
(a) Term. These Terms of Use are effective on the day you first use the Tradecon Platform and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Tradecon Platform. You may terminate these Terms of Use at any time and with immediate effect by requesting by email that your user profile be deleted and ceasing use of the Tradecon Platform. For greater certainty, if you continue to use any portion of the Tradecon Platform that is publicly available after these Terms of Use have been terminated and for as long as Contractor Services are being provided under these Terms of Use, these Terms of Use will continue to apply to the extent of such use.
(b) Effect of Termination. In the event these Terms of Use terminate or expire, you remain responsible for any amounts owing under these Terms of Use, including all applicable Fees.
(c) Survival. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Section 3 (Data; Intellectual Property), Section 4 (Privacy), Section 6 (Fees and Payment), Section 7 (Confidential Information), Section 8 (Warranty; Disclaimer), Section 11 (Limitation of Liabilities), Section 12(c) (Survival), and Section 13 (General Provisions).
13. General Provisions
(a) Notices. Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be sent: (i) if to Tradecon, to the following address:
2501 Concession 3, Goodwood, ON L0C 1A0
and (ii) if to User, to the current postal or email address that Tradecon has on file with respect to User. Tradecon may change its contact information by posting the new contact information on the Website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with Tradecon current at all times during the Term.
(b) Assignment. You may not assign these Terms of Use to any third party without Tradecon’s prior written consent. Tradecon may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
(c) Governing Law and Attornment. Except where prohibited by applicable law (which may include the province of Québec), these Terms of Use and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with these Terms of Use in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent Tradecon from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
(d) Export Restrictions. You will comply with all export laws and regulations that may apply to its access to or use of the Tradecon Platform.
(e) Construction. Except as otherwise provided in these Terms of Use, the parties’ rights and remedies under these Terms of Use are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other party.
(f) Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).
(g) Severability. Any provision of these Terms of Use found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
(h) Waiver. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
(i) Independent Contractors. Tradecon’s relationship to Users is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that
it has, any authority to act on behalf of the other party.
(j) Entire Agreement. These Terms of Use constitutes the entire agreement between the parties with respect to the subject matter of these Terms of Use and supersedes all prior or contemporaneous agreements, representations or
other communications between the parties, whether written or oral.
(k) Amendments. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), WE RESERVE THE RIGHT TO CHANGE THESE TERMS OF USE AT ANY TIME BY POSTING A NEW VERSION TO THE TRADECON PLATFORM. IT IS YOUR OBLIGATION TO MONITOR THE TRADECON PLATFORM FOR ANY SUCH CHANGES. YOUR CONTINUED ACCESS TO OR USE OF THE TRADECON PLATFORM AFTER ANY CHANGES TO THESE TERMS OF USE INDICATES YOUR ACCEPTANCE OF SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE REGULARLY.
(l) English Language. It is the express wish of the parties that these Terms of Use 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.
(m) Updates to the Terms and Conditions. Tradecon reserves the right to modify these terms and conditions at any time, at its sole discretion. The changes will become effective immediately. Continued use of the Tradecon platform after the effective date of any changes to the terms and conditions constitutes acceptance of those changes.
(n) Contact Information. If you have any questions or concerns about these terms and conditions, please contact us at info@tradeconservices.com. We are committed to addressing your concerns and providing a high level of customer service.
14. Definitions
(a) “Tradecon Platform” means: (i) services through which Tradecon hosts and makes available through its online platform connecting Homeowners and Contractors; (ii) any component or Modification of the services referred to in (i); and (iii) the Support Services.
(b) “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
(c) “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
(d) “Personal Information” means information about an identifiable individual.
(e) “User Data” means any data, information, content, records, and files that a User loads or enters into, transmits to, or makes available to the Tradecon Platform, including but not limited to Personal Information.