PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITE, MOBILE APPLICATIONS, AND SERVICES OFFERED BY LENDOGRAM, INC. AND ITS SUBSIDIARIES (COLLECTIVELY, "LENDOGRAM"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT WWW.LENDOGRAM.COM (THE "SITE"), MOBILE APPLICATIONS, AND SERVICES PROVIDED BY LENDOGRAM (COLLECTIVELY, THE “SERVICES”).

By using the Services in any manner, including but not limited to visiting or browsing the Site, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Site.

1. Lendogram is a Venue

Lendogram acts as a venue to allow users who comply with Lendogram’s policies to lend and borrow goods amongst each other. Lendogram is not directly involved in the transaction between lenders and borrowers. As a result, Lendogram has no control over the quality, safety, morality or legality of any aspect of the items listed or the truth or accuracy of the listings. Lendogram does not pre-screen users (except for services that require an application) or the content or information provided by users. Lendogram cannot ensure that a lender or borrower will actually complete a transaction.

Consequently, Lendogram does not transfer legal ownership of items from the lender to the borrower.

Lendogram cannot guarantee the true identity, age, and nationality of a user. Lendogram encourages you to lend and borrow with users you know.

You agree that Lendogram is a venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on Lendogram. You use the Lendogram service at your own risk.

2. Fees

Joining, lending and borrowing items on Lendogram is free. 

3. Content

License: Lendogram does not claim ownership rights in your Content. You grant Lendogram a license solely to enable Lendogram to use any information or Content you supply Lendogram with, so that Lendogram is not violating any rights you might have in that Content. You grant Lendogram a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Lendogram to store, translate, or re-format your Content on Lendogram and display your Content on Lendogram in any way Lendogram chooses. Lendogram will only use personal information in accordance with Lendogram’s Privacy Policy.

Re-Posting Content: By posting Content on Lendogram, it may be possible for an outside website or a third party to re-post that Content. You agree to hold Lendogram harmless for any dispute concerning this use. If you choose to display your own Lendogram-hosted image on another website, the image must provide a link back to its listing page on Lendogram.

Idea Submissions: Lendogram considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site, mobile applications, or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and Lendogram shall not be liable for the disclosure or use of such Material. If, at Lendogram’s request, any member sends Material to improve the site (for example through the Forums or to customer support), Lendogram will also consider that Material to be non-confidential and non-proprietary and Lendogram will not be liable for use or disclosure of the Material. Any communication by you to Lendogram is subject to this Agreement. You hereby grant and agree to grant Lendogram, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub licensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

4. Information Control

Lendogram does not control the Content provided by users that is made available on Lendogram. You may find some Content to be offensive, harmful, inaccurate, or deceptive.

By using Lendogram, you agree to accept such risks and that Lendogram (and Lendogram’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Lendogram. Please use caution, common sense, and practice safe lending and borrowing when using Lendogram.

Other Resources: Lendogram is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Lendogram does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Lendogram shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

5. Meetings

Users may use Lendogram to arrange, host and attend online or in-person meetings or events ("Meetings") with one or more individuals. Users must comply with Lendogram’s policies and acknowledge and agree to comply with the laws of the city, county and country in which the Meeting occurs.

Lendogram is not responsible for and does not supervise or control the Meetings, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users are solely responsible for interactions with others. Users understand and agree that Lendogram does not in any way screen its users. All users agree to exercise caution and good judgement in all interactions with others, particularly if meeting offline or in person.

6. Resolution of Disputes and Release

Disputes with Lendogram: In the event a dispute arises between you and Lendogram, please contact Lendogram. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in the province of Ontario, Canada, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in Canada’s Federal court or Provincial courts located in the Southern District of Ontario. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Lendogram agree that any cause of action arising out of or related to the Services (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Disputes with Users or Third Parties: In the event a dispute arises between you and another user or a third party, Lendogram encourages you to contact the user or third party to resolve the dispute amicably.  

You release Lendogram (and Lendogram’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or an outside party. 

7. Lenodgram’s Intellectual Property

LENDOGRAM, and other Lendogram graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Lendogram, Inc. in Canada and/or other countries. Lendogram’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

8. Breach

Without limiting any other remedies, Lendogram may, without notice, delay or immediately remove Content, warn Lendogram’s community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:

Lendogram suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, or other policy documents and community guidelines incorporated herein; Lendogram is unable to verify or authenticate any of your personal information or Content; or Lendogram believes that a user is acting inconsistently with the letter or spirit of Lendogram’s policies, has engaged in improper or fraudulent activity in connection with Lendogram or the actions may cause legal liability or financial loss to Lendogram’s users or to Lendogram.

Lendogram reserves the right to suspend and/or terminate a person's account or any accounts held by that person by virtue of association, including all usernames under which that person operates on Lendogram. 

9. Privacy

Except as provided in Lendogram’s Privacy Policy Lendogram will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. Lendogram stores and processes Content on computers located in the United States, Canada and Australia that are protected by physical as well as technological security.

10. No Warranty

LENDOGRAM, LENDOGRAM’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND LENDOGRAM’S SUPPLIERS PROVIDE LENDOGRAM’S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. LENDOGRAM, LENDOGRAM’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND LENDOGRAM’S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM LENDOGRAM SHALL CREATE ANY WARRANTY.

11. Liability Limit

IN NO EVENT SHALL LENDOGRAM, AND (AS APPLICABLE) LENDOGRAM’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR LENDOGRAM’S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, LENDOGRAM’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

LENDOGRAM’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF LENDOGRAM’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $0.

12. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD LENDOGRAM AND (AS APPLICABLE) LENDOGRAM’S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

13. No Guarantee

Lendogram does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Lendogram’s control.

14. Legal Compliance; Taxes

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any Lendogram service.

15. Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

16. No Agency

You and Lendogram are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

17. Lendogram Service

Lendogram reserves the right to modify or terminate the Lendogram service for any reason, without notice, at any time. Lendogram reserves the right to alter these Terms of Use or other Site policies at any time, so please review the policies frequently.

18. Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws of the Province of Ontario, excluding its conflicts of laws rules, and the United States of America.

19. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Lendogram; Attn: 720 Bathurst Street, Toronto, ON M5S 2R4 Canada (in the case of Lendogram) or, in your case, to the email address you provide to Lendogram (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Lendogram may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Lendogram. In such case, notice shall be deemed given three days after the date of mailing.