Terms of Service'

1. Introduction

Welcome to [ITRAINK9 INC.] (“we,” “us,” or “our”). These Terms of Service (“ToS” or “Agreement”) govern your access to and use of our services, including [dog training] (collectively, the “Services”). By accessing, using, or interacting with our Services, you (“User,” “you,” or “your”) agree to be bound by these ToS and our Privacy Policy, which is incorporated by reference into this Agreement. If you do not agree to these ToS, you must discontinue your use of the Services immediately.

This Agreement forms a legally binding contract between you and [[ITRAINK9 INC.]. Please read these ToS carefully. By accepting these ToS, you also acknowledge and accept the Arbitration Agreement contained in Section 15, which waives your right to a jury trial and to participate in class actions.

2. Definitions

• “Account”: The account you create when you register to use our Services.
• “Content”: Any and all text, data, images, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and other materials provided through the Services.
• “Data”: Any information, including Personal Data, that you provide or that is collected from you in connection with your use of the Services.
• “Personal Data”: Any information relating to an identified or identifiable individual, as defined under applicable privacy laws.
• “Sales Kick”: The platform provider we use as a subcontractor for processing and enriching your data, operating solely on our behalf and under our control. Sales Kick is not a party to this Agreement.
• “Third-Party Services”: Any services or products provided by entities other than [[ITRAINK9 INC.] that are made available through our Services.

3. Acceptance of Terms

By accessing or using the Services, you affirm that you are at least 18 years of age, or the age of majority in your jurisdiction, and are capable of entering into a legally binding agreement. If you are using the Services on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these ToS.

4. Modification of Terms

We reserve the right, at our sole discretion, to modify, update, or change these ToS at any time. Such changes will be effective upon posting the updated ToS on our website or platform. You should review these ToS regularly. Your continued use of the Services after any changes to these ToS constitutes your acceptance of the revised ToS. If you do not agree to the new terms, you must stop using the Services immediately.

5. Services Overview

a. Description of Services

[[ITRAINK9 INC.] provides [dog training and behaviour modification]. These Services are designed to [improve the well being and emotional state of dogs].

b. Third-Party Subcontractors

To enhance the functionalities of our Services, we use the Sales Kick platform as a subcontractor to process and enrich your data. Sales Kick operates solely under our direction and is not a party to this Agreement. You will not interact directly with Sales Kick, and your data will be processed as part of our integrated service offering.

c. Service Availability

While we strive to ensure the continuous availability of our Services, we cannot guarantee that the Services will be uninterrupted or error-free. We reserve the right to modify, suspend, or discontinue any part of the Services at any time without notice.

6. User Obligations and Conduct

a. Compliance with Laws

You agree to comply with all applicable laws, regulations, and industry standards when using the Services, including but not limited to privacy, data protection, intellectual property, and export control laws.

b. User Account Responsibilities

• Account Information: You agree to provide accurate, current, and complete information when creating your Account and to update such information as necessary.
• Security of Account: You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify us immediately if you suspect any unauthorized use of your Account.

c. Prohibited Activities

You agree not to:

• Use the Services for any illegal, unauthorized, or prohibited purpose.
• Infringe on the rights of others, including intellectual property rights.
• Interfere with or disrupt the Services, servers, or networks connected to the Services.
• Use any automated means (e.g., bots, scrapers) to access or collect data from the Services without our express permission.
• Impersonate any person or entity or misrepresent your affiliation with a person or entity.
• Use the Services to transmit any malicious software, viruses, or other harmful code.
• Engage in any activity that could damage, disable, or impair the functioning of the Services.

7. Data Privacy and User Consent

a. Data Collection and Processing

• Personal Data: We collect and process your Personal Data as part of providing the Services. This may include data you provide directly, data we collect automatically, and data we obtain from third-party sources.
• Data Enrichment: Your data may be enriched through the Sales Kick platform, which processes your information on our behalf to enhance the accuracy, relevance, and utility of the Services we provide to you.

b. User Consent

By using our Services, you consent to:

• The collection, processing, and sharing of your data as described in these ToS and our Privacy Policy.
• The use of your data for the purpose of improving, customizing, and optimizing the Services, including through data enrichment and calendar management.
• The sharing of your data with Sales Kick, our subcontractor, solely for the purpose of providing the Services.
• The transfer of your data to and from third-party service providers, as necessary to deliver the Services.
• I understand by submitting an application to book a sales call, I am providing written instructions authorizing [[ITRAINK9 INC.] and affiliates to obtain my personal credit profile or other information from credit reporting agencies under the FCRA solely to conduct a credit pre-qualification. I further understand that this is a soft pull and will not harm my credit in any way whatsoever.

c. Data Sharing and Disclosure

• Subcontractors and Service Providers: We may share your data with subcontractors, including Sales Kick, who assist us in providing the Services. These parties are bound by confidentiality and data protection obligations and will not use your data for any purpose other than to perform the Services on our behalf.
• Legal Compliance: We may disclose your data to comply with legal obligations, such as in response to court orders, legal processes, or government requests.

d. Data Security

• Security Measures: We implement reasonable security measures to protect your data from unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security.
• User Responsibilities: You are responsible for safeguarding the device and network through which you access the Services. You should ensure that your software and systems are up to date and that you take appropriate precautions to protect your data.

8. Intellectual Property Rights

a. Ownership

All intellectual property rights in the Services, including but not limited to software, content, trademarks, and logos, are owned by [ITRAINK9 INC.] or its licensors. Your use of the Services does not grant you any rights to our intellectual property, except for the limited rights necessary to use the Services in accordance with these ToS.

b. License to Use the Services

Subject to your compliance with these ToS, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes.

c. Restrictions

You may not:

• Copy, modify, distribute, sell, or lease any part of our Services or included software.
• Reverse engineer or attempt to extract the source code of any software used in the Services, except as expressly permitted by applicable law.
• Use any of our intellectual property, including trademarks, logos, or content, without our express written consent.

9. Representations and Warranties

a. User Representations and Warranties

You represent and warrant that:

• Authority: You have the legal authority to enter into and comply with these ToS.
• Accuracy of Information: All information you provide in connection with your use of the Services is accurate, complete, and current.
• Compliance with Laws: You will comply with all applicable laws, regulations, and industry standards in your use of the Services.
• No Infringement: Your use of the Services does not and will not infringe on the intellectual property, privacy, or other rights of any third party.
• No Harmful Activities: You will not engage in any activity that is harmful to us, Sales Kick, our other users, or the general public, including the transmission of viruses, malware, or other harmful code.

b. Third-Party Client Representations and Warranties

[ITRAINK9 INC.] represents and warrants that:

• Compliance with Laws: We will comply with all applicable laws, including data protection and privacy laws, in providing the Services.
• No Conflict: Our provision of the Services does not and will not conflict with any other agreement or legal obligation to which we are subject.
• Data Security: We will implement reasonable security measures to protect your data and ensure that our subcontractors, including Sales Kick, comply with applicable data protection obligations.
• Service Continuity: We will make commercially reasonable efforts to ensure the continuous availability of the Services, subject to the limitations set forth in these ToS.

c. Disclaimer of Warranties

Except as expressly provided in these ToS, the Services are provided "as-is" and "as-available" without any warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising from course of dealing, course of performance, or usage in trade.

10. Limitation of Liability

a. Exclusion of Damages

To the fullest extent permitted by law, [ITRAINK9 INC.], Sales Kick, and their affiliates, officers, agents, employees, and partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or use, arising out of or related to your use of the Services, even if advised of the possibility of such damages.

b. Cap on Liability

In no event shall the total liability of [[ITRAINK9 INC.], Sales Kick, and their affiliates to you for all claims arising out of or related to these ToS or your use of the Services exceed the amount you paid to us for the use of the Services in the 12 months preceding the claim.

c. No Liability for Third-Party Services

We are not responsible for any Third-Party Services made available through the Services. Your use of Third-Party Services is at your own risk, and we make no representations or warranties regarding such services.

11. Indemnification

You agree to indemnify, defend, and hold harmless [[ITRAINK9 INC.], Sales Kick, and their affiliates, officers, agents, employees, partners, and licensors from any claim, demand, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your use of the Services.
• Your breach of these ToS or violation of any applicable laws or the rights of a third party.
• Any claims that your use of the Services infringes the intellectual property rights of a third party.
• Any data or content you provide or create through the Services.

12. Termination

a. Termination by You

You may terminate your use of the Services at any time by ceasing to use the Services and, if applicable, closing your Account.

b. Termination by Us

We reserve the right to suspend or terminate your access to the Services at any time, without notice or liability, for any reason, including if we believe you have violated these ToS or engaged in unlawful behavior.

c. Effects of Termination

Upon termination of your access to the Services, your right to use the Services will immediately cease. Any provisions of these ToS that by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Dispute Resolution and Governing Law

a. Governing Law

These ToS and any disputes arising out of or related to them will be governed by the laws of [Ontario, Canada], without regard to its conflict of laws principles.

b. Arbitration Agreement

i. Arbitration

To the extent permitted by applicable law, you and iTrainK9 Inc. (“iTrainK9,” “we,” “us,” or “our”) agree that any dispute, controversy, or claim arising out of or relating to these Terms of Service (“Terms”), our website, our Services, or the relationship between you and iTrainK9 shall first be addressed through reasonable, good-faith efforts to resolve the matter directly.

If the dispute cannot be resolved informally, either party may, to the extent permitted by applicable law, refer the dispute to binding arbitration. Any arbitration shall be conducted in accordance with the laws of the Province of Ontario and applicable arbitration legislation.

Unless otherwise agreed in writing, the arbitration shall be conducted by a single, independent arbitrator mutually agreed upon by the parties. If the parties cannot agree upon an arbitrator, the arbitrator shall be appointed in accordance with applicable Ontario law.

Unless otherwise agreed by the parties or directed by the arbitrator, the arbitration shall take place in Ontario and may be conducted in person, by telephone, by videoconference, through written submissions, or through another method considered appropriate by the arbitrator.

The arbitrator shall have authority to determine all matters properly submitted to arbitration and may grant any remedy or relief available under applicable law. Subject to any rights of review or appeal that cannot lawfully be excluded, the arbitrator's decision shall be final and binding upon the parties and may be enforced by a court of competent jurisdiction.

Unless otherwise required by applicable law or determined by the arbitrator, each party shall be responsible for its own legal fees and expenses. Arbitration costs and arbitrator fees shall be allocated between the parties as agreed by the parties or, failing agreement, as determined by the arbitrator in accordance with applicable law.

To the extent permitted by applicable law, arbitration shall be conducted on an individual basis. Nothing in these Terms is intended to waive, restrict, or limit any right, remedy, protection, or recourse available to you under applicable consumer protection or other legislation that cannot lawfully be waived, restricted, or limited.

If a dispute is not legally permitted to be resolved through arbitration, or if this Arbitration Agreement is determined not to apply to a particular dispute, that dispute may be brought before a court of competent jurisdiction in the Province of Ontario, subject to any rights concerning jurisdiction or venue provided by applicable law.

If any provision of this Arbitration Agreement is determined to be invalid, illegal, or unenforceable, that provision shall be severed or limited to the minimum extent necessary, and the remaining provisions shall continue in full force and effect, except where applicable law requires otherwise.

To the extent permitted by law, arbitration proceedings and information exchanged in connection with them shall be confidential, except where disclosure is reasonably necessary to obtain legal or professional advice, protect or exercise a legal right, enforce or challenge an arbitration award, comply with applicable law or a lawful order, or participate in the arbitration.

Nothing in this Arbitration Agreement prevents either party from seeking urgent or interim relief from a court of competent jurisdiction where such relief is available under applicable law.

Nothing in this Arbitration Agreement is intended to exclude, restrict, waive, or limit any right or remedy that cannot lawfully be excluded, restricted, waived, or limited under applicable law.

14. Miscellaneous

a. Entire Agreement and Other Agreements

These Terms of Service (“ToS”), together with our Privacy Policy and any other policies or terms expressly incorporated by reference, constitute the entire agreement between you and iTrainK9 Inc. (“iTrainK9,” “we,” “us,” or “our”) with respect to your use of our website and any online features, content, or services governed by these ToS.

Certain services, training programs, boarding services, purchases, memberships, or other offerings may be subject to a separate service agreement, program agreement, order, invoice, waiver, consent, or other written agreement between you and iTrainK9.

Where you have entered into a separate written agreement with iTrainK9 relating to a specific service or program, that agreement shall govern that service or program. In the event of a conflict or inconsistency between these ToS and the applicable separate written agreement, the terms of the separate written agreement shall prevail with respect to the subject matter of that agreement.

b. Severability

If any provision of these ToS is determined by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed or limited to the minimum extent necessary, and the remaining provisions of these ToS shall remain in full force and effect, except where applicable law requires otherwise.

c. Waiver

No waiver by iTrainK9 of any term, condition, right, or remedy under these ToS shall constitute a waiver of any other term, condition, right, or remedy or a continuing waiver of the same provision.

Any failure or delay by iTrainK9 in exercising or enforcing any right, power, privilege, or remedy under these ToS shall not operate as a waiver of that right, power, privilege, or remedy.

d. Assignment

You may not assign, transfer, or delegate your rights or obligations under these ToS without the prior written consent of iTrainK9.

iTrainK9 may assign or transfer its rights or obligations under these ToS in connection with a merger, acquisition, corporate reorganization, sale of assets, transfer of business operations, or as otherwise permitted by applicable law.

e. Force Majeure

To the extent permitted by applicable law, iTrainK9 shall not be liable for any failure or delay in performing its obligations under these ToS where such failure or delay results from circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labour disputes, pandemics, epidemics, governmental orders or restrictions, utility or telecommunications failures, transportation interruptions, supply shortages, or other events beyond iTrainK9's reasonable control.

Nothing in this provision shall exclude or limit any obligation or liability that cannot lawfully be excluded or limited.

f. Headings

The headings and section titles contained in these ToS are provided for convenience and organizational purposes only and shall not affect the interpretation, construction, or legal effect of any provision.

g. Contact Information

If you have any questions, concerns, notices, or inquiries regarding these ToS, you may contact:

iTrainK9 Inc.
145 McMichael Road
Waterford, Ontario N0E 1Y0
Canada

Email: info@itraink9.ca

Additional contact information may be available through our website.