CleverPlato Terms and Conditions

TERMS OF USE POLICY

Last updated: 21 May 2024

THESE TERMS INCLUDE AN ARBITRATION AGREEMENT, JURY TRIAL WAIVER AND CLASS ACTION WAIVER THAT APPLY TO ALL CLAIMS BROUGHT AGAINST CLEVERPLATO. PLEASE READ THEM CAREFULLY; THEY AFFECT YOUR LEGAL RIGHTS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. THE TERMS OF THE ARBITRATION AGREEMENT SHALL NOT APPLY IF UNENFORCEABLE UNDER THE LAWS OF THE COUNTRY IN WHICH YOU RESIDE.

TERMS

The terms set out in this policy document govern your use and access to our services, including our website(s), publications, application(s), application programming interfaces 1.1 (APIs), products, notifications and any information or content appearing therein (collectively our “Platform”).

1.2 By using our Platform, you agree to these terms regardless of whether you are paying or non-paying user or a non-paying visitor. If you are using our Platform as a representative of an entity, you are agreeing to these terms on behalf of that entity.

1.3 You should also read our Privacy Policy and Acceptable Use Policy which sets out how we collect and use your personal information as well as terms of acceptable use.

ABOUT US AND HOW TO CONTACT US

2.1 CleverPlato is an operating brand of Piilo Group Canada Ltd., a company registered in Canada. Our registered office is 1300-1500 West Georgia Street, Vancouver, BC, V6G 2Z6.

2.2 For any questions or problems relating to our Platform, our products or services, or these terms, you can contact our customer service team emailing us at support@cleverplato.com.

2.3 We are the data controller in relation to our Platform. Please refer to our Privacy Policy for information about what personal data we collect and what we do with it.

2.4 It is important that you read our privacy policy, which may be updated from time to time, and understand how we use your information and the rights that you have about your information.

2.5 If we have to contact you, we will do so in writing by the email address you provided to us or via content on our website.

Using the CleverPlato

3.1 CleverPlato account. You’ll need a CleverPlato account to access many of the products and services on the platforms.

3.2 Creating an Account. You can create a CleverPlato account by signing up online. You agree not to use any false, inaccurate or misleading information when signing up for your CleverPlato account.

3.3 Account Use. You must use your CleverPlato account to keep it active. This means you must sign in at least once per year. If you don’t sign in during this time, we will assume your CleverPlato account is inactive and will close it for you.

3.4 Closing Your Account. You can close your CleverPlato account at any time and for any reason. Please contact support@cleverplato.com to close your account.

3.5 If your account is closed (whether by you or us), a few things happen. First, your right to use the CleverPlato account to access our platforms stops immediately. Second, we’ll delete all data or content associated with your account or will otherwise disassociate it from you and your account. You won’t be able to retrieve any account data once your account is closed.

3.6 Policies. By using our platforms you agree to all our policies and terms.

3.7 Reporting a Concern. You can report concerning content or conduct that may violate our policies and terms to support@cleverplato.com.

8 Review. Where applicable, we may use automated systems and humans to review content to identify suspected spam, viruses, fraud, phishing, malware, jailbreaking, or other illegal or harmful content or conduct.

3.9 Enforcement. We may block, remove or decline to display content if it appears to violate our policies and terms, or where required by law. If you violate these terms, we may take action against your account.

3.10 Additional equipment or data plans. To use our platforms, you’ll need an internet connection and/or data/cellular plan. You might also need additional equipment, like a laptop, headset, camera or microphone etc. You are responsible for providing all connections, plans, and equipment needed to use the platforms and for paying the fees charged by the provider(s) of your connections, plans, and equipment. Those fees are in addition to any fees you pay us.

3.11 Service Notifications. When there’s something we need to tell you about our platforms, we’ll provide notices on our website.

3.12 Support. Customer support for our platforms are available at: support@cleverplato.com.

3.13 Ending your Services. If your services are canceled (whether by you or us), first your right to access the platforms stops immediately and your license to the software related to the platform ends.

3.14 Using Third-Party apps and services. The platform may allow you to access or acquire products, services, websites, links, content, material, games, skills, integrations, bots or applications from independent third parties. These companies or people may not be from CleverPlato. ("Third-Party Apps and Services"). Our platforms also help you find, make requests to, or interact with Third-Party Apps and Services or allow you to share your content or data, and you understand that by using our platforms you are directing them to make Third-Party Apps and Services available to you.

3.15 The Third-Party Apps and Services may also allow you to store your content or data with the seller, publisher, provider or operator of the Third-Party Apps and Services. The Third-Party Apps and Services may present you with a privacy policy or require you to accept their terms before you can install or use the Third-Party App or Service. You should review the third-party terms and privacy policies before acquiring, using, requesting, or linking you to any Third-Party Apps and Services.

3.16 Any third-party terms do not modify these Terms. CleverPlato does not license any intellectual property to you as part of any Third-Party Apps and Services. You agree to assume all risk and liability arising from your use of these Third-Party Apps and Services and that CleverPlato is not responsible for any issues arising out of your use of them. CleverPlato is not responsible or liable to you or others for information or services provided by any Third-Party Apps and Services.

3.17 CleverPlato does not guarantee, warrantee or endorse any Third-Party Apps and Services, solutions or sellers on the marketplace. Ensure you understand CleverPlato and the seller's terms and conditions when buying solutions.

Availability

4.1 The platforms, Third-Party Apps and Services, or material or products offered through the platforms may be unavailable from time to time, may be offered on a limited basis, or may vary depending on your region or device. We strive to keep the platforms up and running; however, all online services suffer occasional disruptions and outages, and CleverPlato is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve your content or data that you’ve stored. We recommend that you regularly backup your content or data that you store on the platforms or store using Third-Party Apps and Services. CleverPlato is not liable for the unavailability of any Third-Party Apps and Services.

Updates to the platforms, apps, services or software, and changes to these terms.

5.1 We may change these terms at any time, and we’ll tell you when we do. Using the platforms after the changes become effective means you agree to the new terms. If you do not agree to the new terms, you must stop using the platforms and close your CleverPlato account.

5.2 Sometimes you will need software updates to keep using the platforms. We may automatically check your version of the software and download software updates or configuration changes. You may also be required to update the software to continue using the platforms. Such updates are subject to these terms unless other terms accompany the updates, in which case, those other terms apply. CleverPlato isn't obligated to make any updates available and doesn't guarantee that we will support the version of the system for which you purchased or licensed the software, apps, content or other products. Such updates may not be compatible with software or services provided by third parties. You may withdraw your consent to future software updates at any time by uninstalling the software.

5.3 Additionally, there may be times when we need to remove or change features or functionality of the platforms or stop providing a service or access to Third-Party Apps and services altogether. Except to the extent required by applicable law, we have no obligation to provide a re-download or replacement of any material, digital goods or applications previously purchased.

Software and platform licenses

6.1 Unless accompanied by a separate CleverPlato license agreement, any software provided by us to you as part of the platforms is subject to these terms.

6.2 The software and platforms are licensed, not sold, and CleverPlato reserves all rights to the software and platforms not expressly granted by CleverPlato, whether by implication, estoppel, or otherwise. This license does not give you any right to, and you may not:

circumvent or bypass any technological protection measures in or relating to the and software, platforms or services;
disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software, platforms or other aspect of the software, platforms that is included in or accessible through the platforms, except and only to the extent that the applicable copyright law expressly permits doing so;

iii. separate components of the software, platforms or services for use on different devices;

publish, copy, rent, lease, sell, export, import, distribute, or lend the software, platforms or the software, platforms, unless CleverPlato expressly authorizes you to do so;
transfer the software, any software licenses, or any rights to access or use the software, platforms;
use the software, platforms in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network;

See our acceptable use policies.

Payment Terms

7.1 If you purchase on CleverPlato, then these payment terms apply to your purchase and you agree to them.

7.2 Charges. If there is a charge associated with a portion of the platforms, you agree to pay that charge in the currency specified. The price stated for the platform excludes all applicable taxes and currency exchange settlements, unless stated otherwise.

7.3 Your Billing Account. To pay the charges for platforms, you will be asked to provide a payment method at the time you sign up for that platform. Additionally, you agree to permit CleverPlato to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.

7.4 Billing. By providing CleverPlato with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize CleverPlato to charge you for the platform or available content using your payment method; and (iii) authorize CleverPlato to charge you for any paid feature of the platform you choose to sign up for or use while these Terms are in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription platforms. Also, we may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for recurring subscription platforms. We may bill you at the same time for more than one of your prior billing periods for amounts that haven't previously been processed.

7.5 Recurring Payments. When you purchase the platform on a subscription basis (e.g., monthly, every 3 months or annually), you agree that you are authorizing recurring payments, and payments will be made to CleverPlato by the method and at the recurring intervals you have agreed to, until the subscription for that platform is terminated by you or by CleverPlato. You must cancel before the next billing date to stop being charged to continue your platform. We will provide you with instructions on how you may cancel the platform. By authorizing recurring payments, you are authorizing CleverPlato to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) (collectively, "Electronic Payments"). Subscription fees are generally charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, CleverPlato or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment as an Electronic Payment.

7.6 Refund Policy. Unless otherwise provided by law or the terms of a particular Service offer, all purchases are final and non-refundable. If you believe that CleverPlato has charged you in error, you must contact us within 90-days of such charge. No refunds will be given for any charges more than 90-days old, unless otherwise required by law. We reserve the right to issue refunds or credits at our sole discretion unless otherwise required by law. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.

7.7 Canceling the platform access. You may cancel a platform service at any time, with or without cause. Cancelling paid stops future charges to continue the platform. You should refer back to the offer describing the platform as (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges; (iii) you may be obligated to pay all charges made to your billing account for the platform before the date of cancellation; and (iv) you may lose access to and use of your account when you cancel the platform;

7.8 Promotional Offers. From time to time, CleverPlato may offer platforms for free for a trial period. CleverPlato reserves the right to charge you for such platforms (at the normal rate) if CleverPlato determines (in its reasonable discretion) that you are abusing the terms of the offer.

7.9 Price Changes. We may change the price of the platform at any time and if you have a recurring purchase, we will notify you by email, or other reasonable manner, at least 15 days before the price change. If you do not agree to the price change, you must cancel and stop using the platform before the price change takes effect. If there is a fixed term and price for your platform offer, that price will remain in force for the fixed term.

Payments to You. If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. Subject to applicable law, you are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment.

CHANGES OF TERMS

7.1 We may amend these terms from time to time by posting the updated terms on our Platform. If we make material changes, we will notify you of the changes before they become effective. By continuing to use our Platform and our services after the changes come into effect means that you agree to be bound by the revised policy.

AVAILABILITY OF OUR SERVICES

8.1 We are constantly changing and improving our Platform and the products or services we provide. We may from time to time change or discontinue any of the products or services we offer, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether. If we discontinue certain products, services, functionalities or features, we will give you advance notice where reasonably possible.

8.2 We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand that these beta services are not as reliable as other products or services we offer.

8.3 We reserve the right to limit your use of our Platform and the services we provide, including the right to restrict, suspend or terminate your account if we believe you are in breach of these terms or are misusing our Platform or any services we provide.

8.4 We try our best to ensure that our Platform is always available, but we do not guarantee that the operation of or access to our Platform will be uninterrupted or continuous. Our Platform may be interrupted for maintenance, repairs, upgrades, network or equipment failures.

8.5 You are responsible for configuring your information technology, computer programmes and platform or system in order to access our Platform. We do not guarantee that our Platform will be free from bugs or viruses.

YOUR ACCOUNT AND PASSWORD

9.1 In registering for an account on our Platform, you must provide truthful, accurate and up- to-date information about yourself. You should choose a strong and secure password. You must keep your password secure and confidential.

9.2 You agree not to share your account credentials or give others access to your account. If and when we detect that an account is shared by multiple users, we may treat this as a security breach and suspend or terminate your account.

9.3 We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you are in breach of these terms.

9.4 You agree to follow our Acceptable Use Policy, which is set out at the end of these terms.

9.5 You are responsible for all actions or activities that happens by, through or under your account. If this happens, you must report misuse.

USE OF OUR PLATFORMS

10.1 You must comply with the Acceptable Use Policy and all applicable laws and regulatory requirements, including privacy laws and intellectual property laws in using or accessing the Platform.

10.2 We give you a personal, worldwide, royalty-free, non-assignable, non-transferrable, non- sublicensable, non-exclusive and revocable licence to access and use our Platform.

10.3 This licence is for the sole purpose of enabling you to use and enjoy the benefit of our Platform as provided by us and in the manner as permitted by these terms.

10.4 This licence to use our Platform will terminate if you do not comply with these terms or other additional terms or conditions imposed by us from time to time.

10.5 You must not copy, modify, distribute, sell, lease, loan or trade any access to the Platform or any data or information on it.

YOUR RIGHTS

11.1 You retain your rights to any information or content you submit, post or display on or through the Platform (“Your Content”).

11.2 By submitting, posting or displaying such content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such content in any and all media or through any distribution channels (now known or later developed), subject to the applicable provisions in our Privacy Policy.

11.3 You are responsible for your use of Your Content and any consequences thereof, including any consequences of the use of Your Content by other users or third parties. We are not responsible or liable for any use of Your Content, nor the use of any content or information submitted or posted by other users or visitors.

11.4 You warrant that Your Content is not and will not infringe rights of any third parties and that you have all the necessary rights, power and authority to satisfy your obligations with regard to Your Content under these terms.

11.5 If you believe your intellectual property rights have been infringed, please contact us by emailing us at support@cleverplato.com.

OUR RIGHTS

12.1 All intellectual property rights subsisting in the Platform or the products or services we provide belong to us or have been lawfully licensed to us. All rights under applicable laws are hereby reserved. You must not upload, post, publish, reproduce, transmit or distribute any content or component of our Platform in any way, or create any derivative works with respect to any such content or component.

12.2 We may (at our discretion but are not obliged to) review content or information submitted or posted by users on our Platform. We reserve the right to remove any content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or content that we believe may be infringing rights of third parties.

12.3 We do not endorse or support any views expressed by any users on our Platform.

12.4 We retain all rights to make decisions and execute the decision on our Platform, including content, usage, include or exclude all or parts of content, the right to publish or not publish your content regardless of whether you are paying user, non-paying user or a non-paying visitor, or if you are using our Platform as a representative of an entity.

12.5 Our names “CleverPlato” and “Piilo Group”, our marks and logos are our trademarks (be it registered or unregistered) and may not be used without our express prior written consent.

INTEGRATIONS

13.1 We integrate with third-party software to provide a full suite of functionalities to our users. We are not responsible for any issues or loss arising from the use of any third-party software. Your access and use of the third-party software is governed by the terms of service or user agreements of that software.

FEEDBACK

14.1 We value and welcome feedback or ideas on our Platform. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Platform or any products or services we offer, without any payment to you.

14.2 You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback or ideas.

LIMITATION ON LIABILITIES

15.1 Some countries or jurisdictions may not allow the disclaimers in this clause, in which case these disclaimers will not apply to you.

15.2 To the fullest extent permitted by law, we (including our holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners and licensors (collectively, “Our Entities”)) expressly limit our liabilities in connection with or arising out of the provision of the Platform as follows:

(a) we provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk;

(b) we give no assurance, representation or warranty of any kind (whether express or implied) about the Platform and any products or services we provide;

(c) we do not guarantee that the information or content you find on the Platform is always accurate, truthful, complete and up-to-date;

(d) we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement);

(e) we are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors; and

(f) we are not responsible for the conduct of or any content or information submitted or posted by any user of the Platform (whether online or offline).

To the fullest extent permitted by law, Our Entities are not liable to you or others for:

(a) any indirect, incidental, special, exemplary, consequential or punitive damages; or

(b) any loss of data, business, opportunities, reputation, profits or revenues,

15.3 We do not exclude or limit our liability to you where it would be illegal to do so. This includes any of our liability for fraud or making fraudulent misrepresentation in operating the Platform or providing the products or services we offer.

15.4 If you are using the Platform as a consumer, in some countries or jurisdictions you may have certain legal rights as a consumer. In such cases, nothing in these terms limit your legal rights as a consumer that may not be waived by contract.

15.5 Other than the types of liabilities that we cannot limit by law, the liabilities of Our Entities to you (on aggregate) are limited to the amount you have paid us (if any) for the use of our Platform or for any products or services we offer over the last twelve (12) months.

YOUR REPRESENTATION

16.1 Our Platform is not intended for and may not be used by minors. By using our Platform, you represent that you are an adult and that you are able to legally enter into contractual agreements.

16.2 If you are using the Platform on behalf of an entity, by using the Platform you represent that you have the necessary rights and authority to agree to these terms (and our Privacy Policy, Acceptable Use Policy and other documents referred to herein) on behalf of that entity.

INDEMNITY

16.1 You agree to indemnify and hold Our Entities harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from

your breach of these terms
your use of our Platform and/or
any misrepresentation made by you.

16.2 You also agree to fully co-operate with us in the defence or settlement of any claim in relation to or arising out of our Platform or these terms.

TERMINATION

17.1 These terms will continue to apply until terminated by either you or us as follows.

17.2 You may stop using the Platform any time by deactivating your account.

17.3 We reserve the right to suspend or terminate your access to our Platform, if we reasonably believe:

(a) you are in serious or repeated breach of these terms (including a prolonged failure to settle any payment);

(b) you are using the Platform in a manner that would cause a real risk of harm or loss to us, other users, or the public;

(c) we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations or legal processes; or

(d) our provision of the Platform to you is no longer possible or commercially viable.

17.4 In any of the above cases, we will notify you on our website, or by the email address associated with your account or at the next time you attempt to access your account, unless we are prohibited from notifying you by law.

17.5 Upon termination of your access, these terms will also terminate except for Clauses 11. to 18.

17.6 Where we consider necessary or appropriate, we will report any breach of these terms (or the Acceptable Use Policy) to law enforcement authorities and we will cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.

WARRENTIES

CLEVERPLATO, AND OUR HOLDING COMPANY, AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, SELLERS, SERVICE PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." CLEVERPLATO DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM COMPUTER NETWORKS. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT.

ENTIRE AGREEMENT

19.1 These terms constitute the entire agreement between any user and us in relation to the use of or any transactions on the Platform. These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or oral, in relation to the use of or any transactions on the Platform.

19.2 You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.

OTHER IMPORTANT TERMS

20.1 We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you do not wish to continue the contract with the transferee, you may contact us to end the contract within one (1) calendar month of us informing you of the proposed transfer and we will refund you any payments you have made in advance for any products not provided.

20.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

20.3 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

20.4 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist on an immediate remedy required under these terms, we retain the right to exercise our rights at a later date.

21. CONTACT

21.1 If you have any questions about these terms or the Acceptable Use Policy, please contact us by support@cleverplato.com.

GOVERNING LAW AND JURISDICTION

22.1 These terms are governed by and shall be construed in accordance with the laws of Canada, British Columbia.

22.2 The courts of Canada shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.

22.3 Binding Arbitration and Class Action Waiver

22.4 You and CleverPlato agree to submit to binding arbitration any and all disputes, claims, or controversies of any kind, whether based on statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise out of or relate to our Services, these Terms, and/or any other relationship or dispute between you and us, including without limitation (i) the scope, applicability, or enforceability of these Terms and/or this arbitration provision, and (ii) relationships with third parties who are not parties to these Terms or this arbitration provision to the fullest extent permitted by applicable law (each a “Claim,” and collectively the “Claims”). Claims will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as Claims that may arise after the termination of these Terms.

22.5 This arbitration agreement does not preclude you or us from seeking action by federal, state, or local government agencies. You and we also have the right to exercise self-help remedies, such as set-off, or to bring qualifying claims in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional or ancillary relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with any of these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in this provision.

22.6 Before filing an arbitration, you and we will try in good faith to informally resolve any Claims. To start the dispute process, you must send an individualized written notice (“Notice of Dispute”) to support@cleverplato.com that includes (1) your name, phone number, username (if applicable), and email address for your account (2) a description of the Claim and how you’d like it resolved and (3) the name, telephone number, mailing address and e‐mail address of your counsel, if any. If we have a Claim with you, we will send a Notice of Dispute with the same information to the email address for your account. Once a complete Notice of Dispute has been received, the recipient has 60 days to investigate the claims. If either side requests a settlement conference during this period, then you and us must cooperate to schedule that meeting by phone or videoconference. You and CleverPlato each will personally participate and can each bring counsel, but the conference must be individualized, even if the same firm(s) represent multiple parties. For the Claims in the Notice of Dispute, any statute of limitations will be tolled from the date the notice is received until the later of (i) 60 days, or (ii) after a timely requested settlement conference is completed (“Informal Resolution Period”). An arbitration cannot be filed until the Informal Resolution Period has ended, and a court can enjoin the filing or prosecution of an arbitration in breach of this Section.

22.7 YOU AND CLEVERPLATO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and CleverPlato are instead electing that all Claims shall be resolved by arbitration under this Arbitration Agreement, except as specified above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

22.8 EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this arbitration provision, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions of the subsection below related to batch arbitration. Notwithstanding anything to the contrary in this arbitration provision, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and CleverPlato agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Vancouver, British Columbia, Canada. All other Claims shall be arbitrated or litigated in small claims court. This subsection does not prevent you or CleverPlato from participating in a class-wide settlement of claims.

22.9 You and we agree that CleverPlato retains the right to modify this arbitration agreement in the future. Any such changes will be posted on cleverplato.com and you should check for updates regularly. Notwithstanding any provision in these Terms to the contrary, we agree that if CleverPlato makes any future material change to this arbitration agreement, it will notify you. Your continued use of the CleverPlato website and/or products and services, including the acceptance of platforms, products and services offered on the website following the posting of changes to this arbitration agreement, constitutes your acceptance of any such changes. Changes to this arbitration agreement do not provide you with a new opportunity to opt out of the arbitration agreement if you have previously agreed to a version of these Terms.

If you do not agree to our Terms, Privacy, or other policies, do not access or use our Platform, products, solutions and services.

ACCEPTABLE USE POLICY

1.1 As part of the terms of use, you agree not to misuse the Platform or help anyone else to do so.

1.2 You agree not to:

(a) use our Platform for unlawful or unauthorised purposes;

(b) re-sell or attempt to benefit in a commercial fashion from any data, content or information available on the Platform;

(d) breach or otherwise circumvent any security or authentication measures or service use limits;

(e) access, tamper with, or use non-public areas or parts of the Platform;

(f) interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Platform, or

by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Platform;

(g) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology that is not open source;

(h) access, search, or create accounts for the Platform by any means (automated or otherwise) other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk) or attempt to do so;

(i) send unsolicited communications, promotions or advertisements, or spam;

(j) forge any TCP/IP packet header or any part of the header information in any email;

(k) send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;

(l) conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;

(m) abuse referrals or promotions;

(n) post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights;

(o) violate the letter or spirit of our terms of use;

(p) violate applicable laws or regulations in any way; or

(q) violate the privacy or infringe the rights of others.

1.2 Customer and seller accounts and other online activities.

Your obligations in your use of CleverPlato:

Security - You must protect your account credentials, including your password, and not permit any unauthorized users to access your User Account using such credentials. You will contact CleverPlato immediately if you believe an unauthorized third party may be using your User Account or if your User Account information or your credentials are lost or stolen.

Submit review - You may post reviews which will be assessed and published based on our discretion. Any harmful or offensive reviews will lead to the immediate termination of your account.

Spam - You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like "spam"), including commercial advertising and informational announcements on our Platform.

Harmful content - You may not use, or encourage, promote, facilitate or instruct others to use, CleverPlato for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. CleverPlato has the right but not the obligation to monitor and edit or remove any activity or content.

Abuse – All our accounts are monitored for excessive download and unauthorized access of digital products. You buy the right to use the product based on our terms and any excessive downloads of digital products or access to your account by multiple users are forbidden. Abuse of digital products will lead to immediate termination of your account.

OUR MONITORING AND ENFORCEMENT. We reserve the right to investigate violations of this Policy or misuse of CleverPlato. We may report any activity that we suspect violates any Law to your organization, if you represent one, or if circumstances warrant, to the appropriate law enforcement officials or other appropriate third parties. Our reporting may include disclosing information about your organization and about your User Account. We also may cooperate with your organization, and/or appropriate law enforcement agencies, regulators, and other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy. If you violate this Policy or authorize or help others to do so, we may suspend or terminate your access to your User Account and CleverPlato.

If you do not agree to our Terms, Privacy, or other policies, do not access or use our Platform, products, solutions and services.

PRIVACY POLICY

This policy sets out:

(1) the information we collect about you when you visit our website, use our products or services, or otherwise interact with us;

(2) how we use, share, store, and secure the information; and

(3) how you may access and control the information.

This privacy policy covers CleverPlato, an operating brand of Piilo Group Canada Ltd., a company registered in Canada and Piilo Group. Our registered office is 1300-1500 West Georgia Street, Vancouver, BC, V6G 2Z6 and “Platform” means our websites and any application or solution associated with our main domains and subdomains, including but not limited to cleverplato.com.

In this policy, “personal information” refers to any data, information, or combination of data and information that is provided by you to us, or through your use of our products or services, that relates to an identifiable individual.

What information we collect:

1.1 We collect the following types of information about you:

(a) account and profile information that you provide when you register for an account or sign up for our products or services, for example your name, username or similar identifier, other personal description, job title, date of birth and gender, physical address (billing or delivery or both), email address, telephone number(s) (collectively, “Account Data”);

(b) information you provide through support channels, for example when you report a problem to us or interact with our support team, including any contact information, documentation, or screenshots (collectively, “Support Data”);

(c) content you provide through use of our products or services, for example your name, job title, personal and business contact information, or any other information about you (collectively, “User Content”);

(d) communication, marketing, and other preferences that you set when you set up your account or profile, or when you participate in a survey or a questionnaire that we send you (collectively, “Preference Data”);

(e) details of any transactions, purchases, or orders that you’ve made with us (collectively, “Transaction Data”);

(f) payment information, for example your payment card information or bank account details (collectively, “Financial Data”);

(g) information about your device or connection, for example your internet protocol (IP) address, log-in data, browser type and version, time-zone setting, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access our products or services and information we collect through cookies and other data collection technologies (Refer to our Cookies Policy for details) (collectively, “Technical Data”); and

(h) Information about your use of or visit to our Platform, for example your clickstream to, through, and from our Platform, products you viewed, used, or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), or methods to browse away from the page (collectively, “Usage Data”).

1.2 We collect the above information when you provide it to us or when you use or visit our Platform.

1.3 We may also receive information about you from other sources, including:

(a) our personnel, agents, advisors, consultants, and contractors in connection with our operations or services, for example our staff engaged in the fulfilment of your order, processing of your payment, and provision of support services;

(b) other users of our products or services, for example reviews of listings posted by users;

(c) other services linked to your account, for example if you register or log into your account using your Google, LinkedIn or Facebook or other account credentials, we receive your name and email address to authenticate you, as permitted by your Google, LinkedIn, Facebook or other account profile settings;

(d) our group companies or overseas offices that provide information technology services, system administrative services, and marketing services; and

(e) our business partners and service providers who provide technical, payment, delivery services, advertising networks, analytics, market research, and search information services.

1.4 We do not collect sensitive data or special category data about you. This includes details about your race, ethnic origin, politics, religion, trade union membership, genetics, biometrics, health, or sexual orientation, unless you provide this information to us.

2 How we use information we collect:

2.1 We only use your personal information where the law allows us to. We use your personal information only where:

(a) we need to perform the contract we have entered into (or are about to enter into) with you, including to operate our products or services, to provide customer support and personalised features, and to protect the safety and security of our Platform;

(b) it satisfies a legitimate interest which is not overridden by your fundamental rights or data protection interests, for example for research and development, and in order to protect our legal rights and interests

(c) you’ve given us consent to do so for a specific purpose, for example we may send you direct marketing materials or publish your information as part of our testimonials or customer stories to promote our products or services with your permission; or

(d) we need to comply with a legal or regulatory obligation.

2.2 If you have given us consent to use your personal information for a specific purpose, you have the right to withdraw your consent any time by contacting us (please refer to paragraph 9 for contact information), but this will not affect any use of your information that has already taken place.

2.3 We do not share your personal information with any company outside our group for marketing purpose, unless with your express specific consent to do so.

2.4 For visitors to or users of our Platform who are located in the European Union, we have set out our legal bases for processing your information in the Legal Bases Table at the end of this policy.

How we share information we collect:

3.1 We share information with third parties that help us operate, provide, support, improve, and market our products and services.

3.2 Third-party service providers have access to your personal information only for the purpose of performing their services and in compliance with applicable laws and regulations. We require these third-party service providers to maintain confidentiality and security of all personal information that they process on our behalf and to implement and maintain reasonable security measures to protect the confidentiality, integrity, and availability of your personal information.

3.3 We take reasonable steps to confirm that all third-party service providers that we engage process personal information in the manner that provides at least the same level of protection as is provided under this policy. Where any third-party provider is unable to satisfy our requirements, we will require them to notify us immediately and we will take reasonable steps to prevent or stop non-compliant processing.

3.4 We may share personal information on aggregated or de-identified basis with third parties for research and analysis, profiling, and similar purposes to help us improve our products and services.

3.5 If you use any third-party software in connection with our products or services, for example any third-party software that our Platform integrates with, you might give the third-party software provider access to your account and information. Policies and procedures of third-party software providers are not controlled by us, and this policy does not cover how your information is collected or used by third-party software providers. We encourage you to review the privacy policies of third-party software providers before you use the third-party software.

3.6 Our Platform may contain links to third-party websites over which we have no control. If you follow a link to any of these websites or submit information to them, your information will be governed by their policies. We encourage you to review the privacy policies of third-party websites before you submit information to them.

3.7 We may share your information with government and law enforcement officials to comply with applicable laws or regulations, for example when we respond to claims, legal processes, law enforcement, or national security requests.

3.8 If we are acquired by a third party as a result of a merger, acquisition, or business transfer, your personal information may be disclosed and/or transferred to a third party in connection with such transaction. We will notify you if such transaction takes place and inform you of any choices you may have regarding your information.

How we store and secure information we collect

4.1 We have adopted the following measures to protect the security and integrity of your personal information:

(a) information is encrypted using TLS/SSL technology;

(b) your account is password-protected, with the requirement(s) that passwords must be at least 8 characters long, with a combination of letters, numbers and special characters;

(c) access to your personal information is restricted to personnel or service providers on a strictly need-to-know basis, who will only process your information on our instructions and who are subject to a duty of confidentiality; and

(d) our information collection, storage, and processing practices are reviewed regularly.

4.2 We have put in place procedures to deal with any suspected privacy breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

4.3 While we implement safeguards designed to protect your information, please note that no transmission of information on the Internet is completely secure. We cannot guarantee that your information, during transmission through the Internet or while stored on our systems or processed by us, is absolutely safe and secure.

4.4 We only retain personal information for so long as it is reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. After such time, we will delete or anonymise your information, or if this is not possible, we will securely store your information and isolate it from further use. We periodically review the basis and appropriateness of our data retention policy.

How we transfer information internationally

5.1 We collect information globally and primarily store that information in Canada, United States and Ireland. We transfer, process, and store your information outside your country of residence where we or our service providers operate for the purpose of providing our products and services to you.

5.2 Some of the countries in which our companies or service providers are located may not have the privacy and data protection laws that are equivalent to those in your country of residence. 5.3 When we share information with these companies or service providers, we make use of contractual clauses, corporate rules, and other appropriate mechanisms to safeguard the transfer of information.

Your rights

6.1 You have the right to:

(a) be informed of what we do with your personal information;

(b) request a copy of personal information we hold about you;

(d) request deletion of your personal information (note, however, that we may not always be able to comply with your request of deletion for record keeping purposes, to complete transactions, or to comply with our legal obligations);

(e) object to or restrict the processing by us of your personal information (including for marketing purposes);

(f) request to receive your personal information in a structured and machine readable format of our choice;

(g) withdraw your consent at any time where we are relying on consent to process your personal information (although this will not affect the lawfulness of any processing carried out before you withdraw your consent).

6.2 Our Platform enables you to update certain information about yourself, for example your user name and password.

6.3 You may opt out of receiving marketing materials from us by using the unsubscribe link in our communications, by updating your preferences within your account on our Platform where available, or by contacting us. Please note, however, that even if you opt out from receiving marketing materials from us, you will continue to receive notifications or information from us that are necessary for the use of our products or services.

6.4 As a security measure, we may need specific information from you to help us confirm your identity when processing your privacy requests or when you exercise your rights.

6.5 We may charge a reasonable administration fee if your request is clearly unfounded, repetitive, or excessive.

6.6 We will respond to all legitimate requests within one (1) month after confirming receipt. Occasionally, it may take us longer than a month if your request is particularly complex or if you have made a number of requests.

Changes to this policy

7.1 We may amend this policy from time to time by posting the updated policy on our Platform. By continuing to use our Platform after the changes come into effect, you agree to be bound by the revised policy.

Policy towards children

8.1 Our products and services are not directed to individuals under 16. We do not knowingly collect personal information from individuals under 16. If we become aware that an individual under 16 has provided us with personal information, we will take steps to delete such information. Contact us if you believe that we have mistakenly or unintentionally collected information from an individual under 16.

9.1 Our registered office is 1300-1500 West Georgia Street, Vancouver, BC, V6G 2Z6. For any questions or problems relating to our Platform, our products or services, or these terms, you can contact our customer service team emailing us at support@cleverplato.com.

9.2 Please contact us in the first instance if you have any questions or concerns. If you have unresolved concerns, you have the right to file a complaint with a data protection authority in the country where you live or work or where you feel your rights have been infringed.

9.3 For visitors to or users of our Platform who are located in the European Union, we have set out our legal bases for processing your information in the Legal Bases Table:

Processing purpose	Type of data processed	Legal basis
To register you as a user on our Platform	Account data	To perform our contract with you
To enable you to use our products and services	Account data, transaction data, support data, technical data, user content	To perform our contract with you
To process your payments	Account data, transaction data, financial data	To perform our contract with you
To collect overdue amounts	Account data, transaction data, financial data	Our legal interest to recover debts due to us
To notify you about changes to our Platform, products, solutions, services, and terms	Account data, transaction data, financial data	To perform our contract with you
To administer and maintain safety and security of our Platform	Technical data, usage data	To perform our contract with you
To study usage of our Platform, products, solutions and services	Transaction data, support data, technical data, usage data	Our legitimate interest to improve our Platform, products, solutions and services
To gather feedback on our Platform, products, solutions and services	Account data	Our legitimate interest to improve our Platform, products, solutions and services
To provide information on our Platform, products, solutions and services that may be of interest to you	Account data, preference data	Your consent which you may withdraw any time

If you do not agree to our Terms, Privacy, or other policies, do not access or use our Platform, products, solutions and services.

COOKIES POLICY

1.1 Cookies are small text files that are placed on your device by a web server when you access our Platform. We use cookies to identify your access and monitor usage and web traffic on our Platform to customize and improve our products and services.

1.2 We use both persistent cookies and session cookies. A persistent cookie stays in your browser and will be read by us when you return to our Site or a partner site that uses our services. Session cookies only last for as long as the session lasts (usually the current visit to a website or a browser session).

1.3 We use the following types of cookies:

(a) Strictly necessary cookies – these are cookies that are required for the operation of our site. They include, for example, cookies that enable you to log into secure areas of our website.

(b) Analytical/performance cookies – these allow us to recognize and count the number of visitors and to see how visitors move around our site when they are using it. This helps us to improve the way our site works, for example, by ensuring that users are easily finding what they are looking for.

(d) Targeting cookies – these cookies record your visit to our site, the pages you have visited, and the links you have followed.

1.4 You can block cookies by activating the setting on your browser that allows you to refuse the use of all or some cookies. If you do so, you may not be able to access all or some parts of our site.

If you do not agree to our Terms, Privacy, or other policies, do not access or use our Platform, products, solutions and services.

CleverPlato Refunds and Returns Policy

We want you to be happy with your purchases on CleverPlato Platforms. Please ensure you understand our refunds and returns policies:

Digital goods and services

1.1 Purchases on CleverPlato platform

CleverPlato refunds and returns policies are applicable to products that are bought and paid for on CleverPlato website only.

We do not refund or do returns on digital products. However:

We will replace or fix your access to the digital product you purchased if it is faulty or in error, to ensure you can enjoy the product or service.

1.2 Purchases on 3rd party seller's websites redirected via CleverPlato platform

Please ensure you understand the returns and refunds policies of sellers when you buy products on their websites, as their policies may differ from CleverPlato.

CleverPlato do not refund or manage returns of any products that were bought on 3rd party seller's websites.

CleverPlato does not guarantee, warrantee or endorse any products or sellers on the marketplace. Product and services are based on our Term and Conditions.

Subscriptions and Cancellation Policy

Last updated: 21 May 2024

This policy is part of the CleverPlato Terms and Conditions and should be read as part of our Terms and Conditions. The Subscription and cancellation policy has been extracted for from our Terms and Conditions for your easy of reference:

Monthly Subscription Terms:

Your subscription begins as soon as your initial payment is processed. Your subscription will automatically renew each month without notice until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) every month until you cancel. We will automatically charge you the then-current rate for your plan, plus applicable taxes (such as VAT or GST if the rate does not include it), every month upon renewal until you cancel.

We may change your plan’s rate each monthly renewal term, and we will notify you of any rate change with the option to cancel. If the applicable VAT or GST rate (or other included tax or duty) changes during your one-month term, we will accordingly adjust the tax-inclusive price for your plan on your next billing date.

If your primary payment method fails, you authorize us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment, or if all payment methods in your account fail, we may suspend your subscription. You can edit your payment information anytime in your CleverPlato Customer Account page.

For European Economic Area customers, your bank may require you to authenticate your initial purchase using a password, a one-time code sent to your mobile number, or biometric recognition. When you authenticate, you also authorize us to charge your payment method for your additional purchases without providing us further payment information or other instructions (i.e., we will initiate future payments independently). Such additional purchases may occur when we automatically charge your payment method in connection with a recurring subscription or when you add or change licenses or products.

Monthly Cancellation Terms:

You can cancel your subscription anytime via your CleverPlato Customer Account page or by contacting our Customer Support support@cleverplato.com . If you cancel after your payment date, your subscription will be active until the end of that month’s billing period.

Annual Subscription Terms:

Your subscription begins as soon as your initial payment is processed. You will be charged, in one lump sum, the annual rate stated at the time of purchase, plus applicable taxes. Your subscription will automatically renew on your annual renewal date until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) every year until you cancel.

We will automatically charge you the then-current rate for your plan, plus applicable taxes (such as VAT or GST if the rate does not include it), every year upon renewal until you cancel. We may change your plan’s rate each annual renewal term, and we will notify you of any rate change with the option to cancel. If the applicable VAT or GST rate (or other included tax or duty) changes during your one-year term, we will accordingly adjust the tax-inclusive price for your plan mid-term on your next billing date.

Annual Cancellation Terms:

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