Legal — Terms and Conditions

1. Contractual Relationship

These Terms of Use ("Terms") govern the access or use by you, an individual, from within any country in the world (excluding the United States and its territories and possessions and Mainland China) of applications, websites, content, tools, products, and services (the "Services") made available by NAZZELA Operations Ltd., a private limited liability company established in Canada, having its offices at:

Payment processing for NAZZELA accounts is made available by its affiliate company, NAZZELA Financial Services Ltd., also incorporated under the laws of Canada and having its registered office at the same address above (collectively "NAZZELA").

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and NAZZELA. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. NAZZELA may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Supplemental terms may apply to certain Services (for example, policies for a particular event, activity, or promotion). Such supplemental terms will be disclosed to you in connection with the applicable Services and are in addition to these Terms. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

NAZZELA may amend these Terms from time to time. Amendments will be effective upon NAZZELA's posting of updated Terms at this location or posting of amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in NAZZELA's Privacy Policy located at https://www.nazzela.com/legal. NAZZELA may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict involving you and a Third Party Provider and such information is necessary to resolve it.

2. The Services

The Services contain material from NAZZELA, you and other users. The Services constitute a technology platform that enables users of NAZZELA's mobile applications or websites (each, an "Application") to arrange and schedule logistics services and goods, and may connect with independent third-party providers of such services and goods, including independent third-party logistics providers under agreement with NAZZELA or certain of NAZZELA's affiliates ("Third Party Providers").

Unless otherwise agreed by NAZZELA in a separate written agreement with you, the Services are made available solely for your personal, non-commercial use. YOU ACKNOWLEDGE THAT ALL SUCH LOGISTICS SERVICES AND GOODS PROVIDED BY INDEPENDENT THIRD-PARTY PROVIDERS ARE NOT EMPLOYEES OF NAZZELA OR ANY OF ITS AFFILIATES.

License

Subject to these Terms, NAZZELA grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal, non-commercial use, in accordance with these Terms.

Restrictions

You may not:

• remove any copyright, trademark or other proprietary notices from any portion of the Services;
• reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by NAZZELA;
• decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
• link to, mirror or frame any portion of the Services;
• launch programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering their operation and/or functionality;
• attempt to gain unauthorized access to or impair any aspect of the Services or their related systems or networks.

Third-Party Services and Content

The Services may be made available in connection with third-party services and content (including advertising) that NAZZELA does not control. Different terms and privacy policies may apply to your use of such third-party services and content. NAZZELA does not endorse such third parties and is not responsible or liable for their products or services.

Apple Inc., Google LLC, Microsoft Corporation and BlackBerry Limited (and their applicable international subsidiaries) may be third-party beneficiaries when you access the Services using Applications developed for their platforms. They are not parties to this contract and are not responsible for provision or support of the Services.

Ownership

The Services and all rights therein are and shall remain NAZZELA's property or the property of NAZZELA's licensors. These Terms and your use of the Services do not convey to you any rights in or related to the Services other than the limited license granted above, nor the right to use NAZZELA's company names, logos, trademarks or service marks (or those of NAZZELA's licensors).

3. Your Use of the Services

User Accounts

To use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Registration requires submission of personal information (name, address, mobile phone number, age) and at least one valid payment method. You agree to maintain accurate, complete, and up-to-date information in your Account. Failure to do so may result in inability to access the Services or termination of these Terms. You are responsible for all activity under your Account and for maintaining the security of your username and password. Unless otherwise permitted in writing, you may only possess one Account.

User Requirements and Conduct

The Service is not available to persons under 18. You may not authorize third parties to use your Account, nor assign or transfer your Account. You agree to comply with all applicable laws and to use the Services only for lawful purposes. You may be asked to provide proof of identity and may be denied access if you refuse.

Text Messaging

By creating an Account, you agree the Services may send you SMS messages as part of normal business operation. You may opt-out at any time by following instructions at: http://t.nazzela.com/SMS-unsubscribe. Opting out may impact your use of the Services.

Promotional Codes

NAZZELA may create promotional codes ("Promo Codes"). Promo Codes must be used lawfully and for their intended audience, may be disabled at any time, are not valid for cash, may expire, and may not be duplicated, sold or transferred unless expressly permitted by NAZZELA. NAZZELA may withhold or deduct credits if it determines Promo Code use was fraudulent or in error.

User Provided Content

You may submit textual, audio, or visual content ("User Content"). Any User Content remains your property, but by providing it to NAZZELA you grant NAZZELA a worldwide, perpetual, irrevocable, transferable, royalty-free license (with the right to sublicense) to use, copy, modify, create derivative works of, distribute, publicly display/perform and otherwise exploit such User Content in any format or channel now known or later devised, without further notice or payment.

You represent and warrant you own or have necessary rights to the User Content and that it does not infringe third-party rights or violate laws. You agree not to provide User Content that is defamatory, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive. NAZZELA may review, monitor or remove User Content at its discretion.

Global Marketplace

Some NAZZELA features may display your ad on other classified sites in other countries. By using the Services you agree your ads may be displayed on those sites. You are responsible to ensure your ad complies with the laws and policies where posted. NAZZELA may remove flagged or non-compliant ads.

Network Access and Devices

You are responsible for obtaining data network access to use the Services. Data and messaging rates may apply. You are responsible for acquiring and updating compatible devices and hardware. NAZZELA does not guarantee the Services will function on any particular device, and Services may be subject to internet-related delays or malfunctions.

4. Payment

Using the Services is generally free. NAZZELA may charge fees for certain Services; if a service charges a fee you will be able to review and accept it. Fees are quoted in US Dollars and may change; NAZZELA will notify changes by posting on the site. Promotional pricing may apply temporarily. When you make a paid posting you authorize NAZZELA to charge your account. Taxes are additional. Fees are non-refundable even for posts removed or moderated.

Payments may be processed by NAZZELA Financial Services Ltd. or through Electronic Money Institutions used by NAZZELA. Cross-border surcharges may apply. All charges are due immediately and NAZZELA will charge your preferred payment method on file and send a receipt by email. If your primary payment method fails, NAZZELA may use a secondary payment method on file.

NAZZELA reserves the right to establish, remove or revise charges for services at any time. Promotional offers that change amounts charged to other users do not affect charges applied to you unless the promotion is also made available to you.

Jurisdictional taxes will be collected when applicable; you agree to provide accurate address information for tax compliance. You are responsible for collecting and remitting taxes resulting from sale of your items or services listed on NAZZELA and must comply with applicable laws and licensing.

5. Disclaimers; Limitation of Liability; Indemnity

Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NAZZELA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NAZZELA MAKES NO GUARANTEE REGARDING RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES/GOODS REQUESTED THROUGH THE SERVICES.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL NAZZELA, ITS AFFILIATES OR PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OR INABILITY TO USE THE SERVICES (INCLUDING LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

NAZZELA'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES OR GOODS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 CAD) OR THE AMOUNT YOU PAID NAZZELA IN THE YEAR PRECEDING SUCH LOSS, WHICHEVER IS GREATER.

The limitations and disclaimer in this section do not attempt to limit rights that cannot be excluded by applicable law.

Indemnity

You shall indemnify and hold harmless NAZZELA and its officers, directors, employees, agents, affiliates and permitted assigns from and against any and all claims, losses, liabilities, costs and expenses (including attorneys' fees) arising from: (i) any Feedback or materials you provide; (ii) your violation of laws; (iii) your use of the Services in violation of these Terms; (iv) use by others of the Services under your credentials; and (v) your violation of the rights of any third party.

6. Governing Law; Arbitration

These Terms shall be governed by and construed in accordance with the laws of Canada, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) does not apply.

Any dispute arising out of or relating to the Services or these Terms ("Dispute") shall first be submitted to mediation under the International Chamber of Commerce Mediation Rules ("ICC Mediation Rules"). If the Dispute is not settled within sixty (60) days after a mediation request, it may be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce ("ICC Arbitration Rules"), excluding the Emergency Arbitrator provisions. The dispute shall be decided by one arbitrator appointed in accordance with the ICC Rules. The place of mediation and arbitration shall be the Province of Alberta, Canada. The language shall be English unless you do not speak English, in which case proceedings will be in English and your native language.

The existence and content of mediation and arbitration proceedings (including documents, briefs, correspondence, orders and awards) shall remain strictly confidential and shall not be disclosed without express written consent of the other party, except when disclosure is reasonably required for the proceedings and the third party agrees in writing to be bound by the confidentiality obligations.

7. Other Provisions

Claims of Copyright Infringement

Claims of copyright infringement should be sent to NAZZELA's designated agent. Please visit https://www.nazzela.com/legal for the designated address and additional information.

Notice

NAZZELA may give notice by general notice on the Services, electronic mail to your Account email address, or by written communication sent to your address in your Account. You may give notice to NAZZELA by written communication to:

General

You may not assign or transfer these Terms in whole or in part without NAZZELA's prior written approval. NAZZELA may assign or transfer these Terms (including to a subsidiary, affiliate, acquirer of NAZZELA’s equity/business/assets, or a successor by merger). No joint venture, partnership, employment or agency relationship exists between you, NAZZELA or any Third Party Provider as a result of these Terms.

If any provision of these Terms is held to be illegal, invalid or unenforceable, such provision shall be deemed not to form part of these Terms but the legality and enforceability of the other provisions shall not be affected. These Terms constitute the entire agreement between the parties regarding the subject matter. These Terms are written in different languages; all versions have the same validity. If there is any conflict between versions, the English version controls. In these Terms the words "including" and "include" mean "including, but not limited to."