1. Why Subsneeded. [Client Terms]
2. Searching and Booking on Subsneeded. [Client Terms]
3. Cancellations, Issues, Refunds and Booking Modifications. [Client Terms]
4. Your Responsibilities and Assumption of Risk. [Client Terms]
5. Offering Athletic Services on Subsneeded. [Client Terms]
6. Managing Your Listing. [Athletic Service Provider Terms]
7. Cancellations, Travel Issues, and Booking Modifications.
8. Taxes.
9. Reviews.
10. Content.
11. Fees.
12. Subsneeded Platform Rules.
13. Termination, Suspension and other Measures.
14. Modification.
15. Resolving Complaints.
16. Subsneeded’s Role.
17. Member Accounts.
18. Disclaimer of Warranties.
19. Limitations on Liability.
20. Indemnification.
21. Contracting Entities.
22. Governing Law and Dispute Resolution.
23. Miscellaneous.
24. Schedule 1 – Contracting Entities

1.Why Subsneeded?

Whether you are looking for a last minute substitute or long term replacement player, coach, official or trainer, Subsneeded has all the resources you need to meet your requirements. Behind each listing is a real person with real experiences you can dig into further.

2. Searching and Booking on Subsneeded.

2.1 Searching. You can search for ASP Services by using criteria like the type of ASP Service, location and keywords in the listing names. You can also use filters to refine your search results. Search results are based on their relevance to your search and other criteria. 

2.2 Booking. When you book a Listing, you are agreeing to pay all charges for your booking including the Listing price, applicable fees like Subsneeded’s service fee, offline fees, taxes, and any other items identified during checkout (collectively, “Total Price”). When you receive the booking confirmation, a contract for ASP Services (sometimes called a reservation in these Terms) is formed directly between you and the ASP. The cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout form part of your contract with the ASP.

2.4 Reservations for Athletic Services and Other ASP Services. An ASP Service reservation entitles you to participate in, attend, or use that ASP Service. You are responsible for confirming that you, and anyone you invite, meet minimum age, proficiency, fitness, or other requirements. You are responsible for informing the ASP of any medical or physical conditions, or other circumstances that may impact your ability to participate, attend, or use the ASP Service. Except where expressly authorized, you may not allow any person to join a booked ASP Service unless they are included as an additional Client during the booking process.

3. Cancellations, Refunds and Booking Modifications.

3.1 Cancellations, Issues, and Refunds. In general, if as a Client you cancel a reservation, the amount refunded to you is determined by the cancellation policy that applies to that reservation. But, in certain situations, other policies take precedence and determine what amount is refunded to you. Clients are responsible for for contacting and working out any cancellations or changes directly with their Athletic Service Providers.

3.2 Booking Modifications. Clients and ASPs are responsible for any booking modifications they agree to make via the Subsneeded Platform or direct Subsneeded customer service to make on their behalf (“Booking Modifications“), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.

4. Your Responsibilities and Assumption of Risk.

4.1 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any ASP. For example, this means: (i) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are booking for an additional Client who is a minor or if you bring a minor to an ASP Booking, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.

4.2 Your Assumption of Risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Subsneeded Platform and any Content (as defined in Section 10), including your participation in any Experience/Event, use of any other ASP Service, or any other interaction you have with other Members whether in person or online. This means it is your responsibility to investigate an ASP to determine whether it is suitable for you. For example, ASP Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate and include those ASP Services.

Athletic Service Provider Terms

5. Offering Athletic Services on Subsneeded.

5.1 ASP. As an ASP,  Subsneeded offers you the opportunity to share your skills, training or other ASP Services with our community  of sport loving Clients – and earn money doing it. It’s easy to create a Listing and you are in control of how you as the Athletic Service Provider – set your price, availability, and rules for each Listing.

5.2 Contracting with Clients. When you accept a booking request, or receive a booking confirmation through the Subsneeded Platform, you are entering into a contract directly with the Client, and are responsible for delivering your ASP Service under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like Subsneeded’s service fee (and applicable taxes) for each booking. Subsneeded will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies or conditions that you include in any supplemental contract with Clients must: (i) be consistent with these Terms, our Policies, and the information provided in your Listing, and (ii) be prominently disclosed in your Listing description.

5.3 Independence of ASPs. Your relationship with Subsneeded is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Subsneeded, except that Subsneeded acts as a payment collection agent as described in the Payments Terms. Subsneeded does not direct or control your ASP Service, and you agree that you have complete discretion whether and when to provide ASP Services, and at what price and on what terms to offer them.

6. Managing Your Listing.

6.1 Creating and Managing Your Listing. The Subsneeded Platform provides tools that make it easy for you to set up and manage a Listing. Your Listing must include complete and accurate information about your ASP Service, your price and any rules or requirements that apply to your Clients or Listing. You are responsible for keeping your Listing information (including calendar availability) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your ASP Services and suggest you carefully review policy terms and conditions including coverage details and exclusions. You may only maintain one Listing per Sports Booking, but may have multiple Listings for a single ASP account.

6.2 Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Listing or ASP Services. Some jurisdictions require ASPs to register, get a permit, or obtain a license before providing certain ASP Services (such as for sports coaching and training). In some places, the ASP Services you want to offer may be prohibited altogether. Check your local rules to learn what rules apply to the ASP Services you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Clients and others in compliance with applicable privacy laws and these Terms, including our ASP Privacy Standards. If you have questions about how local laws apply you should always seek legal advice.

6.3 Search Ranking. The ranking of Listings in search results on the Subsneeded Platform depends on a variety of factors, including these main parameters:

• Client search parameters 
• Listing characteristics 
• Client booking experience

Search results may appear different on our mobile application than they appear on our website. 

6.4 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your ASP Services. You are responsible for setting your price and establishing rules and requirements for your Listing. You must describe any and all fees and charges in your Listing description and may not collect any additional fees or charges outside the Subsneeded Platform. Do not encourage Clients to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Subsneeded Platform.

6.5 Offering Athletic Services as a Team or Organization. If you work with a co-ASP or ASP as part of a team, business, or other organization, the entity and each individual who participates in providing ASP Services is responsible and liable as a ASP under these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. 

6.6 Your Assumption of Risk. You acknowledge that offering Athletic Services carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Subsneeded Platform, offering ASP Services, or any interaction you have with other Members whether in person or online. You agree that you have had the opportunity to investigate the Subsneeded Platform and any laws, rules, regulations, or obligations that may be applicable to your Listings or ASP Services and that you are not relying upon any statement of law made by Subsneeded.

7. Cancellations, Issues, and Booking Modifications.

7.1 Cancellations and Travel Issues. In general, if a Client cancels a reservation, the amount paid to you is determined by the cancellation policy that applies to that reservation. As an ASP, you should not cancel on a Client without a valid reason. If you cancel on a Client without a valid reason, we may impose a cancellation fee and other consequences. If a reservation is cancelled under Section 13 of these Terms, the amount you are paid will be reduced by the amount we refund or otherwise provide to the Client, and by any other reasonable costs we incur as a result of the cancellation (such as banking and merchant fees). If a Client receives a refund after you have already been paid, or the amount of the refund and other costs incurred by Subsneeded exceeds your payout, Subsneeded may recover that amount from you, including by offsetting the refund against your future payouts. You agree that Subsneeded’s policies and these Terms preempt the cancellation policy you set in situations where they allow for the cancellation of a reservation and/or the issuance of refunds to Clients. If we reasonably expect to provide a refund to a Client under one of these policies, we may delay release of any payout for that reservation until a refund decision is made.

7.2 Booking Modifications. ASPs and Clients are responsible for any Booking Modifications they agree to make via the Subsneeded Platform or direct Subsneeded customer service to make on their behalf, and agree to pay any additional amounts, fees or taxes associated with a Booking Modification.

8. Taxes.

8.1 ASP Taxes. As a ASP, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes (“Taxes“).

8.2 Tax Information. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Subsneeded may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for your ASP Services to facilitate accurate tax reporting by you, our Clients, and/or their organizations.

General Terms

9. Reviews.

After each ASP Service, Clients and ASPs will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates our Content Policy or Review Policy. Reviews are not verified by Subsneeded for accuracy and may be incorrect or misleading.

10. Content.

Parts of the Subsneeded Platform enable you to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you grant Subsneeded a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. Where Subsneeded pays for the creation of Content or facilitates its creation, Subsneeded may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Subsneeded the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. Content must comply with our Content Policy which prohibit, among other things, discriminatory, obscene, harassing, deceptive, violent, and illegal content. You agree that Subsneeded may make available services or automated tools to translate Content and that your Content may be translated using such services or tools. Subsneeded does not guarantee the accuracy or quality of translations and Members are responsible for confirming the accuracy of such translations.

11. Fees.

Subsneeded may charge fees (and applicable Taxes) to ASPs and Clients for use of the Subsneeded Platform. More information about when service fees apply and how they are calculated can be found on our Service Fees page. Except as otherwise provided on the Subsneeded Platform, service fees are non-refundable. Subsneeded reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective. Fee changes will not affect bookings made prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 13.2.

12. Subsneeded Platform Rules.

12.1 Rules. You must follow these rules and must not help or induce others to break or circumvent these rules.

• Act with integrity and treat others with respect
  • Do not lie, misrepresent something or someone, or pretend to be someone else.
  • Be polite and respectful when you communicate or interact with others.
  • Do not discriminate against or harass others.
• Do not scrape, hack, reverse engineer, compromise or impair the Subsneeded Platform
  • Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Subsneeded Platform.
  • Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Subsneeded Platform or Content.
  • Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Subsneeded Platform.
  • Do not take any action that could damage or adversely affect the performance or proper functioning of the Subsneeded Platform.
• Only use the Subsneeded Platform as authorized by these Terms or another agreement with us
  • You may only use another Member’s personal information as necessary to facilitate a transaction using the Subsneeded Platform as authorized by these Terms.
  • Do not use the Subsneeded Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.
  • You may use Content made available through the Subsneeded Platform solely as necessary to enable your use of the Subsneeded Platform as a Client or ASP.
  • Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
  • Do not request, make, or accept a booking or any payment outside of the Subsneeded Platform to avoid paying fees, taxes or for any other reason. 
  • Do not require or encourage Clients to open an account, leave a review, complete a survey, or otherwise interact, with a third party website, application or service before, during or after a reservation, unless authorized by Subsneeded.
  • Do not engage in any practices that are intended to manipulate our search algorithm.
  • Do not book ASP Services unless you are actually using the ASP Services.
  • Do not use, copy, display, mirror or frame the Subsneeded Platform, any Content, any Subsneeded branding, or any page layout or design without our consent.
• Honor your legal obligations
  • Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
  • If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our Privacy Policy.
  • Read and follow our Terms
  • Do not use the name, logo, branding, or trademarks of Subsneeded or others without permission.
  • Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Subsneeded branding.
  • Do not offer ASP Services that violate the laws or agreements that apply to you.

12.2 Reporting Violations. If you believe that a Member, Listing or Content poses an imminent risk of harm to a person, you should immediately contact local authorities before contacting Subsneeded. In addition, if you believe that a Member, Listing or Content has violated our Standards, you should report your concerns to Subsneeded. If you reported an issue to local authorities, Subsneeded may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.

12.3 Copyright Notifications. If you believe that Content on the Subsneeded Platform infringes copyrights, please notify us.

13. Termination, Suspension and other Measures.

13.1 Term. The agreement between you and Subsneeded reflected by these Terms is effective when you access the Subsneeded Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.

13.2 Termination. You may terminate this agreement at any time by sending us an email or by deleting your account. Subsneeded may terminate this agreement and your account for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your account. Subsneeded may also terminate this agreement immediately and without notice and stop providing access to the Subsneeded Platform if you breach these Terms, you violate our Policies, you violate applicable laws, or we reasonably believe termination is necessary to protect Subsneeded, its Members, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.

13.3 Member Violations. If (i) you breach these Terms, our Policies, or our Standards, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Subsneeded believes it is reasonably necessary to protect Subsneeded, its Members, or third parties; Subsneeded may, with or without prior notice:

• suspend or limit your access to or use of the Subsneeded Platform and/or your account;
• suspend or remove Listings, Reviews, or other Content;
• cancel pending or confirmed bookings; or
• suspend or revoke any special status associated with your account.

For minor violations or where otherwise appropriate as Subsneeded determines in its sole discretion, you will be given notice of any intended measure by Subsneeded and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting customer service. If a reservation is cancelled under this Section, the amount paid to the ASP will be reduced by the amount we refund or otherwise provide to the Client, and by any other costs we incur as a result of the cancellation.

13.4 Legal Mandates. Subsneeded may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 13.3.

13.5 Effect of Termination. If you are an ASP and terminate your Subsneeded account, any confirmed booking(s) will be automatically cancelled and your Clients will receive a full refund. If you terminate your account as a Client, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the reservation’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Subsneeded Platform has been limited, or your Subsneeded account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Subsneeded Platform through an account of another Member.

13.6 Survival. Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 2 through 23.

14. Modification.

Subsneeded may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Subsneeded Platform and update the “Last Updated” date at the bottom of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Subsneeded Platform will constitute acceptance of the revised Terms.

15. Resolving Complaints.

If a Member has a complaint and can submit evidence that a Member caused material harm please send a message to your Subsneeded team. You agree to cooperate in good faith, provide any information Subsneeded requests, execute documents, and take further reasonable action, in connection with the Member complaint or other claims related to your provision or use of ASP Services.

16. Subsneeded’s Role.

We offer a platform that enables Members to publish, offer, search for, and book ASP Services. While we work hard to ensure our Members have great experiences using Subsneeded, we do not and cannot control the conduct of Clients and ASPs. You acknowledge that Subsneeded has the right, but does not have any obligation, to monitor the use of the Subsneeded Platform and verify information provided by our Members. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Subsneeded Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria. Members acknowledge and agree that Subsneeded administers its Policies and Standards, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Members agree to cooperate with and assist Subsneeded in good faith, and to provide Subsneeded with such information and take such actions as may be reasonably requested by Subsneeded with respect to any investigation undertaken by Subsneeded regarding the use or abuse of the Subsneeded Platform. Subsneeded is not acting as an agent for any Member except for where Subsneeded Payments acts as a collection agent as provided in the Payments Terms.

17. Member Accounts.

You must register an account to access and use many features of the Subsneeded Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Subsneeded Platform under the laws of the United States, Canada,your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Subsneeded if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.

18. Disclaimer of Warranties.

We provide the Subsneeded Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Client, ASP, ASP Service, Listing or third party; (ii) we do not warrant the performance or non-interruption of the Subsneeded Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Listings or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member or Listing being “verified” (or similar language) indicate only that the Member or Listing or Subsneeded has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.

19. Limitations on Liability.

Neither Subsneeded (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Subsneeded Platform or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Subsneeded Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Subsneeded Platform, or (iv) publishing or booking of a Listing, including the provision or use of ASP Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Subsneeded has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

Except for our obligation to transmit payments to ASPs under these Terms in no event will Subsneeded’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Subsneeded Platform, any Content, or any ASP Service, exceed: (A) to Clients, the amount you paid as a Client during the 12-month period prior to the event giving rise to the liability, (B) to ASPs, the amount paid to you as a ASP in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).

These limitations of liability and damages are fundamental elements of the agreement between you and Subsneeded. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

20. Indemnification.

To the maximum extent permitted by applicable law, you agree to release, defend (at Subsneeded’s option), indemnify, and hold Subsneeded (including other affiliates and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our Policies or Standards, (ii) your improper use of the Subsneeded Platform, (iii) your interaction with any Member, participation in an match, game, event or other ASP Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.

21. Contracting Entities.

Based on your country of residence or establishment and what you are doing on the Subsneeded Platform, Schedule 1 below sets out the Subsneeded entity with whom you are contracting. If we identify through the Subsneeded Platform, a Subsneeded entity other than the one set out on Schedule 1 as being responsible for a product, feature or transaction, the Subsneeded entity so identified is your contracting entity with respect to that product, feature or transaction. If you change your country of residence or establishment, the Subsneeded company you contract with (as set out on Schedule 1) and the applicable version of the Terms of Service will be determined by your new country of residence or establishment, from the date on which your country of residence or establishment changes.

22. Governing Law and Dispute Resolution. Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.

You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.

23. Miscellaneous.

23.1 Other Terms Incorporated by Reference. All Subsneeded’s supplemental policies and terms linked to in these Terms apply to your use of the Subsneeded Platform, are incorporated by reference, and form part of your agreement with Subsneeded.

23.2 Interpreting these Terms. Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Subsneeded and you pertaining to your access to or use of the Subsneeded Platform and supersede any and all prior oral or written understandings or agreements between Subsneeded and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Subsneeded. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”

23.3 No Waiver. Subsneeded’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

23.4 Assignment. You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Subsneeded’s prior written consent. Subsneeded may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.

23.5 Notice. Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Subsneeded via email, Subsneeded Platform notification, messaging service or any other contact method we enable and you provide.

23.6 Third-Party Services. The Subsneeded Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Subsneeded is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.

23.7 Google Terms. Some translations on the Subsneeded Platform are powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement. Some areas of the Subsneeded Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

23.8 Subsneeded Platform Content. Content made available through the Subsneeded Platform may be protected by copyright, trademark, and/or other laws of the United States, Canada and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Subsneeded and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Subsneeded Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Subsneeded grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view the Content made available on or through the Subsneeded Platform and accessible to you, solely for your personal and non-commercial use.

23.11 Force Majeure. Subsneeded shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

23.12 Emails and SMS. You will receive administrative communications from us using the email address or other contact information you provide for your Subsneeded account. Enrollment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. 

Schedule 1 – Contracting Entities