This Agreement was last revised on October 30, 2012
1. Use of the Service
Needage provides a place for you to save lists of wanted or needed products and services.
This Service is intended solely for people who are the age of majority or older in their jurisdiction, and any registration, use or access to the Service by anyone under that age, is strictly prohibited and in violation of this Agreement. If you are under the age of majority you may use the Service only if you possess legal parental or guardian consent. The Service is not available to any Users previously removed from the Service by Needage.
B. Member Accounts
You do not have to register in order to visit Needage. To access certain features of the Service, you will need to register with Needage and create a "Member" account. Your Member account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.
You may never use another Member's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Needage immediately of any breach of security or unauthorized use of your account. Needage will not be liable for any losses caused by any unauthorized use of your account.
You may control your Member profile and how you interact with the Service by changing the settings in your account page. By providing Needage your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail.
From time and time, Needage may offer individuals special offers or promotions ("New Account Promotions") to create an account. Such New Account Promotions may contain usage restrictions and limitations that will be indicated with such promotion. Failure to comply with such restrictions will result in the reversal or cancellation of any offered incentive without notice, and may also result in the levy of an additional administrative or related fee as indicated.
C. Service Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Needage servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Needage grants the operators of public search engines revocable permission to use spiders to copy materials from Needage for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
Needage may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability for any reason, including if in Needage's sole determination you violate any provision of this Agreement, or for no reason.
All aspects of the Service are subject to change or elimination at Needage's sole discretion. Needage reserves the right to interrupt the Service with or without prior notice for any reason or no reason. You agree that Needage will not be liable to you for any interruption of the Service, delay or failure to perform.
You are solely responsible for your interactions with other Needage Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Needage shall have no liability for your interactions with other Users, or for any User's action or inaction.
The Service may allow you to send or receive monetary contributions from other users. Monetary transactions on or through the Service are governed by this Agreement. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service.
A. Sending contributions
The Service may allow you to send monetary contributions to others. You acknowledge and agree that you must pay in full with a valid credit card (that you are authorized to use) or by other methods as the Service may allow. All sending of money by you via the Needage service are made on a without recourse basis against Needage. In particular, while we take reasonable steps to ensure the validity of transactions made through the Service, though we are not the transaction processor, and assume no liability for the money sent or received.
Needage may elect to limit the amount of certain contributions, as clearly indicated when using the Service. Failure to comply with such policies may result in the reversal or cancellation of such transaction. Any Member who fails to comply with the above policy, on one or more occasions, may also be subject to reversal/cancellation fee of $35.00, unless indicated otherwise.
Needage shall have the right to refuse or cancel any transactions whether or not it has been confirmed and your credit cardf or payment account charged. If your credit card has already been charged for a transaction and the transaction is canceled, Needage shall retain no liability.
B. Receiving contributions
You hereby represent and warrant and continue to represent and warrant, in connection with any contribution you receive through or on the Service, the following: i) you agree to pay any service fees levied by the transaction processing agent (eg. PayPal); ii) that you have not in any way retained a way to reverse such transaction; iii) the transaction amount therein is fully transferable to Needage in the manner contemplated by this Agreement; iv) you are the sole lawful owner of the transaction funds and all interests thereto; vii) the transaction funds are not subject to any liens, obligations, or encumbrances of a third party; and viii) you shall comply with all other requirements to complete the transaction, including, without limitation, any instruction required by the Service.
Registration and maintaining a wish list is completely free, but Needage charges service fees ("Service Fee") of 8.8% for the collection and forwarding of funds to you via PayPal. Additionally, PayPal's standard fees (approximately 2.9%) for the transfer of funds between parties apply, and must be paid by you.
3. End User License Grant
A. Needage Service.
4. Our Proprietary Rights
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and other content (the "Needage Content"), and all intellectual property rights related thereto, are the exclusive property of Needage and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Needage Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Needage under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Needage does not waive any rights to use similar or related feedback or ideas previously known to Needage, or developed by its employees, or obtained from sources other than you.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
6. Third-Party Links
You agree to defend, indemnify and hold harmless Needage and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of Canada or any other country; (v) any claim or damages that arise as a result of any data or content that is submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code.
8. No Warranty
The Service is provided on an "as is" and "as available" basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, 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, or non-infringement. Without limiting the foregoing, Needage, its subsidiaries, and its licensors do not warrant that any Needage Content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download.
Needage does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Needage Service or any hyperlinked website or service, and Needage will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
9. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Needage, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this Service. Under no circumstances will Needage be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Needage assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; (vii) the defamatory, offensive, or illegal conduct of any third party. In no event shall Needage, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount of your transactions with Needage for the twenty one (21) days preceding the date on which such liability arose.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Needage has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Needage is based in Canada. Needage makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in Canada.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Needage without restriction.
A. Governing Law.
This Agreement shall be governed by the laws of the Province of Ontario, and the federal laws of Canada applicable therein. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and us that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Toronto, Ontario. You agree to submit to the jurisdiction of such courts in any such dispute.
Upon the termination of this Agreement, the following provisions shall continue in force: 4, 7, 8, 9, and 11.
C. Notification Procedures.
Except for notices expressly required under this Agreement to be provided in a particular manner, Needage may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Needage in our sole discretion. Needage reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Needage is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add email@example.com to your email address book to help ensure you receive email notifications from us.
D. Entire Agreement/Severability.
This Agreement, together with any amendments and any documents referenced herein, shall constitute the entire agreement between you and Needage concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
E. No Waiver.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Needage's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.