12715724 Canada Inc. is the developer and owner of the Cityzn App, a mobile/web-based Application (the “Application”) for building a community of professionals (the “Service”). Access to and use of the contents and services provided by the Application shall be subject to the Terms of Use set out below and the Privacy Policy. By using this Service, you agree that you have read, understood, accepted and agreed with the Terms of Use. You further agree to the representations made by yourself below. If you do not agree to or fall within the Terms of Use of the Service (as defined below) and wish to discontinue using the Service, please do not continue using this Application or Service. The terms “you,” “your,” and “yours” refer to you, the user of the Application.

  1. User license
    1. The Terms of Use stated herein (collectively, the "Terms of Use" or this "Agreement") constitute a legally binding agreement between you and 12715724 Canada Inc. (the "Company"). In order to use the Service, you must agree to the Terms of Use that are set out below. By using the application supplied to you by the Company (the "Application"), and downloading, installing or using any associated software supplied by the Company ("the Software") you hereby expressly acknowledge and agree to be bound by the Terms of Use, and any future amendments and additions to this Terms of Use as published from time to time through the Application.
    2. These Terms of Use expressly supersede prior agreements or arrangements with you. The Company 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.
    3. The Company reserves the right to modify, vary and change the Terms of Use or its policies relating to the Service at any time as it deems fit. Such modifications, variations and or changes to the Terms of Use or its policies relating to the Service shall be effective upon the posting of an updated version in the Application. You agree that it shall be your responsibility to review the Terms of Use regularly whereupon the continued use of the Service after any such changes, whether or not reviewed by you, shall constitute your consent and acceptance to such changes.
    4. The Company is a technology company that aims to promote opportunities for connecting and networking between members of diverse employments, professions, interests and backgrounds. The Company does not provide the service of matching or introducing members. The Company is not responsible nor liable for the acts and/or omissions of any user and/or any services provided to you.

  2. Representations and warranties
    1. By using the Service, you expressly represent and warrant that you are legally entitled to accept and agree to the Terms of Use and that you are at least eighteen (18) years old. By using the Service, you further represent and warrant that you have the right, authority and capacity to use the Service and to abide by the Terms of Use.
    2. Your use of the Service is for your own sole, personal use. You undertake not to authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity.
    3. You may only access the Service using authorized means. It is your responsibility to check and ensure that you have downloaded the correct Software for your device. The Company is not liable if you do not have a compatible device or if you have downloaded the wrong version of the Software to your device. The Company reserves the right not to permit you to use the Service should you use the Application and/or the Software with an incompatible or unauthorized device or for purposes other than which the Software and/or the Application is intended to be used.
    4. Without prejudice to the generality of the foregoing, you agree that:
      1. You will only use the Service for lawful purposes;
      2. You will only use the Service for the purpose for which it is intended to be used;
      3. You will not use the Application for sending or storing any unlawful material or for fraudulent purposes;
      4. You will not use the Application and/or the Software to cause nuisance, annoyance or inconvenience;
      5. You will not use the Service, Application and/or Software for purposes other than obtaining the Service;
      6. You will not impair the proper operation of the network;
      7. You will not try to harm the Service, Application and/or the Software in any way whatsoever;
      8. You agree that we may provide notices to you in the following ways: (1) a banner notice on the Service, or (2) an email sent to an address you provided, or (3) through other means including mobile number, telephone, or mail. You agree to keep your contact information up to date.
      9. You will not copy, or distribute the Software or other content without written permission from the Company;
      10. You will only use the Software and/or the Application for your own use and will not resell it to a third party;
      11. You will keep secure and confidential your account password or any identification we provide you which allows access to the Service;
      12. You will provide us with whatever proof of identity we may reasonably request or require;
      13. You agree to provide accurate, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of this Agreement. You agree that the Company may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, the Company has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice;
      14. You will only use an access point or data account which you are authorized to use;
      15. You shall not employ any means to defraud the Company or enrich yourself, through any means, whether fraudulent or otherwise, through any event, promotion or campaign launched by the Company to encourage new subscription or usage of the Service by new or existing users;
      16. You are aware that standard telecommunication charges will apply when necessary;
      17. You shall not impair or circumvent the proper operation of the network which the Service operates on;
      18. You agree that the Service is provided on a reasonable effort basis; and
      19. You agree that your use of the Service will be subject to the Company's Privacy Policy as may be amended from time to time.
    5. The Application only enables connections between Users. The Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of errands, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. The Company makes no representations about the suitability, reliability, timeliness, or accuracy of the errands requested and services provided by Users identified through the Application whether in public, private, or offline interactions.

  3. User Vetting
    1. Users are subject to a vetting process before they can register for and during their use of the Application, including but not limited to your name, mobile number, email and country of residence using third party services as appropriate. Users hereby give consent to Company to conduct background checks as often as required in compliance with federal and state laws.
    2. Although the Company may perform background checks of Users, as outlined above, Company cannot confirm that each User is who they claim to be and therefore, Company cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the Application.
    4. As a condition to using the Software or Services, you are required to register and select a password and User ID. You shall provide the Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not
      1. select or use as a User ID a name of another person with the intent to impersonate that person;
      2. use as a User ID a name subject to any rights of a person other than
      3. you without appropriate authorization; or
      4. use as a User ID a name that is otherwise offensive, vulgar or obscene. The Company reserves the right to refuse registration of, or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.

  4. Termination
    1. We may, without prior notice to you, change, suspend or discontinue the Services at any time, including the alteration, suspension or termination of any feature or features of the Software or Site. We may, at any time and in our sole discretion, impose limits and/or conditions on your use of the Services, Software or Site, and/or restrict your access to part or all of the Services, Software or Site, without notice or liability. We may remove any Content and suspend, restrict or terminate any account at any time for any reason, or for no reason at all.

  5. Payments 
    1. Please be aware that use of the Application may require and utilize internet connection or data access. You agree to be solely responsible for third party service provider or carrier charges for your internet or data usage.
    2. By using the Service, you agree to pay the prevailing applicable fee for any call or SMS sent by you under the Application and any fee or levy now or hereafter imposed by the law or required to be paid in respect of any monies payable to or receivable by us or any expenses incurred by us hereunder in relation to your messages.
      1. You authorise your mobile phone carrier to charge appropriate fees directly to your mobile phone bill; and
      2. You represent that you are the person or entity responsible for the mobile phone account associated with the mobile number you provide when using Pay by Mobile, or are authorised by that person or entity to incur such charges. Any discrepancy in charges will be resolved between you and the third party mobile phone service provider.
    3. The license granted hereunder is currently for free. However, there may be charges for certain potential future features and/or uses. You will not be charged for any such uses of the Application unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Application.

  6. Third party interactions
    1. The Company is not responsible for the content of any site that may be linked to or from the Application. These links are provided for your convenience only and you access them at your own risk. Any other web site accessed from the Application is independent from the Company and the Company has no control over the content of that other web site. In addition, a link to any other web site does not imply that the Company endorses or accepts any responsibility for the content or use of a such other web site.
    2. The Application may display advertisements, on the Site and through the Software and while you use the Services on registered mobile devices. You agree and consent to the display of such advertisements.
    3. In no event shall any advertising that may appear on the Site or other reference to any third party or third party product or service be construed as an approval, guarantee or endorsement by the Company of that third party or of any product or service provided by a third party.

  7. License Grant & Restrictions
    1. The Company and its licensors, where applicable, hereby grants you a revocable, non-exclusive, non- transferable, non-assignable, personal, limited license to use the Application and/or the Software, solely for your own personal, non-commercial purposes, subject to the Terms of Use herein. All rights not expressly granted to you are reserved by the Company and its licensors.
    2. You shall not
      1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application and/or the Software in any way;
      2. modify or make derivative works based on the Application and/or the Software;
      3. create internet "links" to the Application or "frame" or "mirror" any Software on any other server or wireless or internet-based device;
      4. reverse engineer or access the Software in order to
        1. build a competitive product or service,
        2. build a product using similar ideas, features, functions or graphics of the Application and/or the Software, or
        3. copy any ideas, features, functions or graphics of the Application and/or the Software,
        4. launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Application and/or the Software,
        5. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents;
        6. post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights,
        7. remove any copyright, trademark or other proprietary rights notices contained in the Service.

  8. Intellectual Property Ownership
    1. The Company and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Software and/or the Application and by extension, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. The Terms of Use do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Service, Software and/or the Application, or any intellectual property rights owned by the Company and/or its licensors. The Company name, the Company logo, the Service, the Software and/or the Application’s logos and the product names associated with the Software and/or the Application are trademarks of the Company or third parties, and no right or license is granted to use them. For the avoidance of doubt, the term Software and Application herein shall include its respective components, processes and design in its entirety.

  9. Personal Data Protection
    1. You agree and consent to the Company using and processing your Personal Data for the Purposes and in the manner as identified hereunder.
    2. For the purposes of this Agreement, "Personal Data" means information about you, from which you are identifiable, including but not limited to your name, identification card number, birth certificate number, passport number, nationality, address, telephone number, credit or debit card details, race, gender, date of birth, email address, emails and any information about you which you have provided to the Company in registration forms, application forms or any other similar forms and/or any information about you that has been or may be collected, stored, used and processed by the Company from time to time.
    3. The provision of your Personal Data is voluntary. However, if you do not provide the Company your Personal Data, your request for the Application may be incomplete and the Company will not be able to process your Personal Data for the Purposes outlined below and may cause the Company to be unable to allow you to use the Service. The Company may use and process your Personal Data for business and activities of the Company which shall include, without limitation the following ("the Purpose"):
      1. To perform the Company's obligations in respect of any contract entered into with you;
      2. To provide you with any services pursuant to the Terms of Use herein;
      3. To process your participation in any events, promotions, activities, focus groups, research studies, contests, promotions, polls, surveys or any productions and to communicate with you regarding your attendance thereto;
      4. Process, manage or verify your application for the Service pursuant to the Terms of Use herein;
      5. To validate and/or process payments pursuant to the Terms of Use herein;
      6. To develop, enhance and provide what is required pursuant to the Terms of Use herein to meet your needs;
      7. To process any refunds, rebates and or charges pursuant to the Terms of Use herein;
      8. To facilitate or enable any checks as may be required pursuant to the Terms of Use herein;
      9. To respond to questions, comments and feedback from you;
      10. To communicate with you for any of the purposes listed herein;
      11. For internal administrative purposes, such as auditing, data analysis, database records;
      12. For purposes of detection, prevention and prosecution of crime;
      13. For the Company to comply with its obligations under law;
      14. To send you alerts, newsletters, updates, mailers, promotional materials, special privileges,
      15. festive greetings from the Company, its partners, advertisers and or sponsors;
      16. To notify and invite you to events or activities organised by the Company, its partners, advertisers, and or sponsors;
      17. To share your Personal Data amongst the companies within the Company's group of companies comprising the subsidiaries, associate companies and or jointly controlled entities of the holding company of the group ("the Group") and with the Company's and Group's agents, third party providers, developers, advertisers, partners, event companies or sponsors who may communicate with you for any reasons whatsoever.
      If you do not consent to the Company processing your Personal Data for any of the Purposes, please notify the Company using the support contact details as provided in the Application.
    4. If any of the Personal Data that you have provided to us changes, for example, if you change your e- mail address, telephone number, payment details or if you wish to cancel your account, please update your details by sending your request to the support contact details as provided in the Application.
    5. By submitting your information, you consent to the use of that information as set out in the form of submission and in this Terms of Use.

  10. Disclaimer of Warranties
    1. The Company makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Services, Application and/or Software. The Company does not represent or warrant that:
      1. The use of the Service, Application and/or Software will be secure, timely, uninterrupted, or error-free or operate in combination with any other hardware, software, system or data,
      2. The Service will meet your requirements or expectations,
      3. Any stored data will be accurate or reliable,
      4. The quality of any products, services, information, or other materials purchased or obtained through the Application will meet your requirements or expectations,
      5. Errors or defects in the Application and/or Software will be corrected, or
      6. The Application or the server(s) that make the Application available are free of viruses or other harmful components.
    2. You agree that all risk associated with the use of, or reliance on, any of the information and content accessed through the Service rests with you. You further agree that the Company shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any of the information and content.
    3. Internet Delays
      1. The Service, Application and/or Software may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, including the device used by you being faulty, not connected, out of range, switched off or not functioning. The Company is not responsible for any delays, delivery failures, damages or losses resulting from such problems.
    4. Revisions and Errata
      1. The materials appearing in the application/website could include technical, typographical, or photographic errors. The Company does not warrant that any of the materials in its application/website are accurate, complete, or current. 12715724 Canada Inc. may make changes to the materials contained in the application/website at any time without notice.  The Company does not, however, make any commitment to update the materials.
    5. Personal data
      1. You acknowledge that your personally identifiable information, will be shared with third-parties through the use of this Application. You release the Company from any claims related to the sharing of your information, including personally identifiable information shared with third-parties per your request and/or direction.
      2. You acknowledge that the Company has no control over, and no duty to take any action regarding: which users gain access to any Content you may post; what effects the Services or the Content may have on you; how you may interpret or use information gained from the Services or the Content; or what actions you may take as a result of having been exposed to the Services or the Content. You release the Company from all liability for you having acquired or not acquired Content through the Services or the Site. The Site may contain, or direct you to sites containing, information that some people may find offensive or inappropriate.
      3. You acknowledge that the Company may or may not pre-screen Content, but that the Company and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Services. Without limiting the foregoing, the Company and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by the Company or submitted to the Company. You understand that the technical processing and transmission of the Services, including your Content, may involve
        1. transmissions over various networks; and
        2. changes to conform and adapt to technical requirements of connecting networks or devices.

  11. Limitation of Liability
    1. Any claims against the Company by you shall in any event be limited to the aggregate amount of all amounts actually paid by and/or due from you in utilizing the Service during the event giving rise to such claim. In no event shall the Company and /or its licensors be liable to you or anyone for any direct, indirect, punitive, economic, future special, exemplary, incidental, consequential or other damages or losses of any type or kind (including personal injury, emotional distress and loss of data, goods, revenue, profits, use of other economic advantage). The Company and/or its licensors shall not be liable for any loss, damage or injury which may be incurred by or caused to you or to any person for whom you have used the Service for, including but not limited to loss damage or injury arising out of, the use or inability to use the Serive, Application and/or Software,, any reliance placed by you on the completeness, accuracy or existence of any adverstign, or as a result of any relationahsip or transaction between you and any thir party provider, advertiser or sponsor whose adversting appears on the website or is referred to by the Service, Application and/or the Software even if the Company and/or its licensors have been previously advised of the possibility of such damages.
    2. The Company does not and will not assess, nor monitor the suitability, legality, ability movement or location of any third party providers, advertiser and/or sponsors and you expressly waive and release the Company form any and all liability, claims or damages arising from or in any way related to the third party providers, advertisers and/or sponsors.
    3. The Company will not be a party to disputes, negotiations or disputes between users, you and such third-party providers, advertisers and/or sponsors. We cannot and will not play any role in managing payments between you and the third-party providers, advertisers and/or sponsors. Responsibility for the decisions you make regarding services and products offered via the Service, Software and/or the Application (with all its implications) rests solely with and on you. You expressly waive and release the Company from any and all liability, claims, causes of action or damages arising from your use of of the Service, Software and/or the Application, or in any way related to the third parties, advertisers, and/or sponsors introduced to you by the Service, Software and/or the Application.
    4. We do not guarantee that the system will be available without interruption and that it will always be error-free , and therefore shall not be liable for damages caused to users. You agree that 12715724 Canada Inc. is not liable for any error or inconsistency of information with other independent systems, specialising in the service provision for GPS, radar and similar. You agree to indemnify and hold harmless the 12715724 Canada Inc. and its representatives from any claims, suits, losses, liabilities, damages and expenses, including reasonable attorneys’ fees and court costs for the damage they cause. 12715724 Canada Inc. shall not be liable for any loss of user data, including resulting from Acts of God, Force Majeure, that occurred because of the invasions to the website and security breach by unauthorized third parties.

  12. Indemnification
    1. By agreeing to the Terms of Use upon using the Service, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
      1. your use of the Service, Software and/or the Application, your dealing with the third party providers, partners, advertisers and/or sponsors, or
      2. your violation or breach of any of the Terms of Use or any applicable law or regulation, whether or not referenced herein or
      3. your violation of any rights of any third party, including Clients arranged via the Service, or
      4. your use or misuse of the Service, Software and/or the Application.

  13. Dispute Resolution
    1. Disputes with Users: In the event a dispute arises between you and another, the Company encourages you to contact the user to resolve the dispute amicably. The Company has no obligation to resolve disputes between users or between users and outside parties. The Company encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
    2. Disputes with the Company: To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice.
    3. If you and Company are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Application (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. You understand that if either party elects to arbitrate, neither party will have the right to sue in court or have a jury trial. The arbitration will be commenced and conducted under the rules governed by Section 14.

  14. Governing Law
    1. This Agreement shall be governed and construed in all respects in accordance with the laws of the Republic of Canada, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Terms of Use or the Service shall be subject to the exclusive jurisdiction of the courts of Canada to which you hereby agree to submit to.
    2. In the event that the law in an Alternate Country does not allow jurisdiction to be that of the courts of Canada or where judgment of a Canada court is unenforceable in the Alternate Country, unresolved disputes shall be resolved via arbitration by a sole arbitrator appointed by the mutual agreement of the Parties (the "Arbitrator").
    3. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Canada in accordance with the Arbitration Rules of the Canada International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
    4. The arbitration shall be in the English language and the fees of the Arbitrator shall be borne equally by the Parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.
    5. You agree that any cause of action arising out of or related to the use of this application/website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action if permanently barred.

  15. No Agency
    1. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

  16. Entire Agreement
    1. Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right.
    2. This Agreement constitutes the entire agreement between you and Company with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments:
      1. to a parent or subsidiary,
      2. to an acquirer of assets, or
      3. to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Company, its successors and assigns.

  17. Severability
    1. The provisions of the Terms and Conditions shall be enforceable independently of each other and the validity of each provision shall not be affected if any of the others is invalid. In the event that any provision or any part of a provision of the Terms and Conditions is determined to be or becomes illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions or remaining part of the provision of the Terms and Conditions shall not be affected and, in lieu of such illegal, invalid, or unenforceable provision or part of a provision, there shall be added as part of the Terms and Conditions one or more provisions as similar in terms as may be legal, valid and enforceable under the applicable law.

  18. Contact Us
    1. Should you have any queries/feedback email info@cityznapp.com
This Terms and Conditions of Use was last modified on 31 March, 2021.