You agree that this agreement complies with the terms of any applicable electronic documents legislation, including the requirement that this agreement is in writing, and is capable of being retrieved, reviewed, printed and stored for further use.
- The term "applicable law" refers to the laws currently in force in the Province of Ontario, Canada, which shall govern this agreement.
- The term "Site" shall mean this website, all related webpages, and all related websites operated by affiliates or divisions of Millao, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
- The terms "Service" and “Services” refer to the online registration of Millao Marketplace for Schedule-Based Businesses, it's modules and other business–related services offered through the Millao Marketplace for Schedule-Based Businesses from time to time.
- The term "subscriber" refers to any person or business entity that maintains an account with us and utilizes our Services.
- The terms "Millao", "we", "us" shall refer to Millao Inc. and all its affiliates and subsidiaries.
- The term "Millao Marketplace for Schedule-Based Businesses" means the Site and all mobile applications and other applications which provide access to the Services offered by Millao and its affiliates from time to time.
- The term “Millao Parties” includes Millao, its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees.
- The term "you" and "user" shall refer to any person who visits the Site or uses the Millao Marketplace for Schedule-Based Businesses and includes a subscriber and its employees, Service Provider and Managers/Reception/Front Desk Managers.
You acknowledge that you must provide for your own access to the World Wide Web and pay all costs associated with such access and with the use of the Services, as well as procure all equipment that is necessary in order to access the World Wide Web and use the Services, including but not limited to a computer, a modem, a printer, and in some cases a mobile device, tablet computer or other equipment. You shall also be responsible for the maintenance of such equipment.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
Subscribers to certain Millao Marketplace for Schedule-Based Businesses may provide password access to authorized users (called Guest Collaborators). An authorized user is a user designated by you via the Guest Collaborator functionality available in the Millao System. Such authorized users may have access to the information and perform various tasks as instructed by the subscribers which include but not limited to sharing name, email address, phone number, creating and setting up Business Accounts, managing users' profiles and any other lawful tasks that the subscriber may prescribe. If you administer your Millao account on behalf of a business or corporation, you represent and warrant that you have the right to provide passwords and access credentials to your Guest Collaborators.
Millao may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services, which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. Millao may also limit the geographic locations or jurisdictions where certain Services may be available.
Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of the Millao Marketplace for Schedule-Based Businesses or the Services whatsoever is to discontinue using the Millao Marketplace for Schedule-Based Businesses and the Services.
The subscribers and the users shall be responsible for maintaining the confidentiality of their usernames and password, and the subscriber will be responsible for all activities performed under their passwords, as well as unauthorized use.
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using the Millao Marketplace for Schedule-Based Businesses or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You represent and warrant that you have obtained all required consents and comply with all applicable privacy legislation in connection with any use and disclosure of information relating to the use of the Millao Marketplace for Schedule-Based Businesses and the Services. Millao accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using the Millao Marketplace for Schedule-Based Businesses or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
Notwithstanding the foregoing, Millao makes every effort to accurately calculate schedules and other appointments/bookings metrics. In the event such calculations are incorrect due directly to Millao's negligence, and such error result in an error, the only remedy is Millao will correct the errors with its best effort. The penalty must be the direct result of incorrect calculations made by Millao and not the result of incorrect data provided by or on behalf of a subscriber, its employees or other users it authorizes. The penalty must apply to a time period during which the subscriber was using Millao.
Conditions of Usage
You agree to use the Millao Marketplace for Schedule-Based Businesses and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the Millao Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the Millao for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
If you register to use Millao services, you hereby represent and warrant to us that you have obtained all consents necessary in your jurisdiction to provide us and our third party service providers with the information required to provide the Millao Services.
Online Access to Financial Institutions and Other Services.
Copyrights, Trade-Marks and Intellectual Property.
Millao and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using the Millao Marketplace for Schedule-Based Businesses and Services. The technical procedures, processes, concepts and methods of operation that are inherent within the Millao Marketplace for Schedule-Based Businesses constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using the Millao Marketplace for Schedule-Based Businesses by a user or otherwise provided for accessing the Millao Marketplace for Schedule-Based Businesses on the user's behalf shall at all material times remain the property of the user. The user hereby grants to Millao a worldwide, perpetual, royalty free, non exclusive right and license to use all content provided by the user in connection with the Millao Marketplace for Schedule-Based Businesses and the Services for uses related to the delivery of the Services.
Materials on and relating to the Millao Marketplace for Schedule-Based Businesses, including the content of the Millao Marketplace for Schedule-Based Businesses and any software downloaded from the Millao Marketplace for Schedule-Based Businesses, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, Millao reserves all rights in and to such materials. The subscriber will not make store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of the Millao Marketplace for Schedule-Based Businesses or any content therefrom without Millao's express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to the Millao Marketplace for Schedule-Based Businesses.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screen shots) which you generate as a subscriber using the Services. Your use of screen shots is subject to the following:
- No screen shot may be used from any beta version of the Millao Marketplace for Schedule-Based Businesses unless it has been commercially released to the public;
- The use is for illustrative purposes;
- The screen shot does not contain any commentary which may appear to have been attributable to us;
- The screen shot does not contain any third party content; and
Millao has or may have rights to several trade-marks which it uses in connection with the operation of the Millao Marketplace for Schedule-Based Businesses. Millao does not grant the users any right or license to use the Millao trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
No user shall use any means to restrict or prevent another user from accessing or enjoying the Millao Marketplace for Schedule-Based Businesses.
No user shall have the permission to submit or post or deliver to other persons any unlawful, unsolicited, unauthorized or annoying material through the use of the Services, or send any promotional materials, advertise, engage in phishing, spamming, sending out of chain letters or engage in any form of improper solicitation.
No user shall be permitted to upload material into the Millao Marketplace for Schedule-Based Businesses that he or she ought to know seriously infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use the Millao Marketplace for Schedule-Based Businesses and the Services in a manner which could block access to, impair, damage or otherwise disable the Millao Marketplace for Schedule-Based Businesses or any of our servers. You may not attempt to gain unauthorized access to the Millao Marketplace for Schedule-Based Businesses or to any other user's accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to Millao in a manner that is inconsistent with our intellectual property rights over the software.
No user shall promote any commercial interest, falsify or delete any information on the Millao Marketplace for Schedule-Based Businesses, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize the Millao Marketplace for Schedule-Based Businesses under false pretenses.
Limitation of Liability.
THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE the MILLAO FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, NOR FOR ANY LOST PROFIT, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A “CLAIM”) WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF THE MILLAO MEDIA AND ITS SERVICES AND ANY RELATED APPLICATIONS INCLUDING THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO THE MILLAO MEDIA; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF THE MILLAO MEDIA AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE MILLAO MEDIA AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED AMOUNTS YOU'VE PAID MILLAO IN THE PRIOR 12 MONTHS (IF ANY); EXCEPT THAT OUR LIABILITY UNDER THE GUARANTEE WILL AT ALL TIMES BE LIMITED TO THE SETTLEMENT COSTS ADJUSTED AGAINST THE AMOUNT YOU HAVE PAID IN THE LAST 12 MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.)
Termination of Service.
Millao may terminate this agreement and your use of the Millao Marketplace for Schedule-Based Businesses at any time without notice if you breach any of these terms. Subscribers may use Millao on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. The following are the ways in which the agreement between a subscriber and Millao may be terminated.
- We issue notice to any party to the effect that that party has in our reasonable judgment breached this agreement or any other agreement as between the parties and upon expiration of 15 days to remedy the breach and such party failing to do so.
- A subscriber gives a notice of 30 days, which will allow the subscriber to terminate the agreement after the completion of its terms. A standard term of one year is applied unless otherwise explicitly agreed between the two parties.
- In case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors.
Upon such termination, you must immediately cease using the Millao Marketplace for Schedule-Based Businesses indefinitely. We may at our option immediately block your access to the Millao Marketplace for Schedule-Based Businesses.
Ownership and Disclosure of Information.
You own all of your business's private data, content and all information, which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information, which you may use or disclose in connection with the Service and the Millao Marketplace for Schedule-Based Businesses. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following.
- For the purposes of fraud prevention and law enforcement;
- To comply with any legal, governmental or regulatory requirement;
- To our lawyers in connection with any legal proceedings; and
- To comply with a court order.
Third Party Links and Content.
This Site and the Services may contain links to other websites provided by third parties who offer products and services. Such sites are completely independent of the Millao Marketplace for Schedule-Based Businesses and as we have no control over them, we accept no liability in respect of your use or inability to use them or any of the content of such sites. We likewise accept no liability in respect to any of the products, information, materials or services offered or provided by other organizations listed or linked to the Millao Marketplace for Schedule-Based Businesses, nor do we endorse any of these sites or their products and services. Should you elect or enter into a binding contract with any such site, you agree to hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for any liability, claim, injury, loss or damage suffered as a result of the you or any user offering to accept any products or service that are available from those sites.
Authorization to Export Data.
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labor disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
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.
Legal Status of Millao Inc.
The websites www.Millao.com, and the names Millao are property of Millao Inc. a company incorporated under the Canada Business Corporations Act.
You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s'y rattachant soient rédigés en anglais.
Third Party Services
Millao may use third parties service providers in connection with fees for the services it offers. You may when using our Services be directed to websites maintained by other third party service providers. You acknowledge that any use of the products and services offered by such third party services providers (eg. for the purposes of payment processing, direct deposit services) will be at your sole risk. You acknowledge that use of such third party service providers and their websites is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless for and from any claims arising out of your use of the products and services of third party service providers whether or not such use is ancillary to your use of the Millao Marketplace for Schedule-Based Businesses. The availability of such third party services in connection with the Millao Marketplace for Schedule-Based Businesses does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
Subscribers and users are responsible for maintaining the confidentiality of their usernames, passwords and other access credentials, which allow them use the Millao Marketplace for Schedule-Based Businesses and access the Services.
Unless you subscribe only to our Millao Marketplace for Schedule-Based Businesses, in which case this section does not apply to you, you acknowledge that you intend to use the Millao Marketplace for Schedule-Based Businesses and the Services for educational business purposes and not for individual consumer, household or domestic purposes.
Digital Millennium Copyright Act
Some of the content provided on the Millao Marketplace for Schedule-Based Businesses from time to time may be contributed by users. You represent and warrant that any content or material provided to us does not breach the rights, including copyright, of others.
Procedure for Reporting Copyright Infringement Claims: If you believe your copyright in any work has been infringed and such work is accessible through the Millao Marketplace for Schedule-Based Businesses, you may notify Millao's copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) for notice of claims of copyright infringement here, Attention: Copyright Agent. For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement, which Millao may then forward to the alleged infringer:
- Identification of the copyrighted material that you believe has been infringed;
- Identification of the allegedly infringing material on the Millao Marketplace for Schedule-Based Businesses, with sufficient detail to enable us to locate it on the Millao Marketplace for Schedule-Based Businesses;
- Your address, telephone number and email address;
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
- Provide your or your agent's physical or electronic signature.
You may provide this information in writing or by email notification to the following
Millao Marketplace for Schedule-Based Businesses
NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COURT COSTS AND ATTORNEY'S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER'S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION, OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).
Term and Renewal
This agreement shall, unless otherwise terminated as provided in section J, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period),
Charges and payments
The Customer shall pay the Subscription Fees at the rate of $60 per student per year to the Supplier for the User Subscriptions in accordance with section X, in full at the time of subscription and subsequently at the renewal of the term.
The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or a certified cheque in the name of “Millao Inc.” or an agreed upon form of payment in advance and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
- its credit card details to the Supplier, the Customer hereby authorizes the Supplier to bill such credit card:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- subject to section X, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
- its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- subject to section X, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
- and the Customer shall pay each invoice within 30 days after the date of such invoice.
- If the Supplier has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of the Supplier:
- the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- interest shall accrue on such due amounts at an annual rate equal to % over the then current base lending rate of [the Supplier's bankers in the Canada] at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
- shall be payable in Canada;
- are, subject non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
The Supplier shall be entitled to increase the Subscription Fees at its sole discretion and the fees payable in respect of the additional User Subscriptions calculated at the time of renewal.