TERMS OF SERVICE

RUKSACK

Effective January 2019

Terms of Service

The following document outlines the terms of use of the Ruksack website and apps. Before using any of the Ruksack services, you are required to read, understand, and agree to these terms.

DESCRIPTION OF SERVICE

Ruksack Inc (“Ruksack”, “we”, “us” or “our”) provides the Ruksack platform via its website and apps (the “Site”) to a community of users (“users” or “you”) to engage in a variety of activities, including to upload and display travel content and video (“Travel Content”) share comments, opinions and ideas, promote Travel Content collections, participate in contests and promotions, register for premium membership accounts (“Premium Accounts”), and license Travel Content to other users through our distributors (individually and collectively, the “Services”). The foregoing list of Services is not all-inclusive and additional Services may be offered by us from time to time. The following are the terms of use (“Terms”) for using the Site and the Services.

ACCEPTANCE OF TERMS

BY USING THE SERVICES, YOU ARE AGREEING, ON BEHALF OF YOURSELF AND THOSE YOU REPRESENT, TO COMPLY WITH AND BE LEGALLY BOUND BY THESE TERMS AS WELL AS OUR PRIVACY POLICY AND ALL APPLICABLE LAWS. IF YOU, FOR YOURSELF OR ON BEHALF OF THOSE YOU REPRESENT, DO NOT AGREE TO ANY PROVISION OF THESE TERMS, YOU MUST, FOR YOURSELF AND ON BEHALF ANY SUCH PERSON(S), DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND, IF YOU ARE ALREADY REGISTERED, CANCEL YOUR ACCOUNT.

MODIFICATION OF TERMS

Ruksack reserves the right, at its sole discretion, to modify or replace the Terms at any time. If the alterations constitute a material change to the Terms, Ruksack will notify you by posting an announcement on the Site. What constitutes a material change will be determined at Ruksack’s sole discretion. You are responsible for reviewing and becoming familiar with any such modifications. Using any Service or viewing any Travel Content constitutes your acceptance of the Terms as modified.

In addition, when using particular features of the Services, you are subject to any posted guidelines, terms or rules applicable to such Services.

Your access to and use of the Site and our Services may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside of our control. Ruksack reserves the right to suspend or discontinue the availability of the Site, any Service and to remove any Travel Content at any time at its sole discretion and without prior notice. Ruksack may also impose limits on certain features and Services or restrict your access to parts of or all of the Site and the Services without notice or liability. The Site should not be used or relied upon for storage of your Travel Content and you are directed to retain your own copies of all Travel Content posted on the Site.

REGISTRATION

As a condition to using Services, you are required to open an account with Ruksack and select a password and username, and to provide registration information. The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your access to the Services, by either terminating your email access or your account. Any personal information that you provide to Ruksack is governed by the Ruksack Privacy Policy.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your Ruksack account.

Services are available to authorized representatives of legal entities and to individuals who are either (i) at least 18 years old to register for Premium Accounts or license Travel Content through Ruksack, or (ii) at least 14 years old, and who are authorized to access the Site by a parent or legal guardian. If you have authorized a minor to use the Site, you are responsible for the online conduct of such minor, and the consequences of any misuse of the Site by the minor.

The Services are for use by a) individuals who own Travel Content; b) entities that represent owners of Travel Content including but not limited to agents, representatives, distributors other market intermediaries; and c) individuals and entities seeking to license Travel Content.

USER CONDUCT

All Travel Content posted or otherwise submitted to the Site, and any comments, or other communications (“Communications”, with Travel Content and Communications collectively referred to as “Content”) is the sole responsibility of the account holder from which such Communications originate and you acknowledge and agree that you, and not Ruksack, are entirely responsible for all Content that you post, or otherwise submit to the Site, including via messages exchanged through Ruksack's messenger service. Ruksack does not control user submitted Content and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Site you may be exposed to Content that is offensive, indecent or objectionable.

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Ruksack. By way of example, and not as a limitation, you agree not to use the Services:

  • To abuse, harass, threaten, impersonate or intimidate any person;
  • To post or transmit, or cause to be posted or transmitted, any Content that is libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or that infringes any copyright or other right of any person;
  • To communicate with Ruksack representatives or other users in an abusive or offensive manner;
  • For any purpose (including posting or viewing Content) that is not permitted under the laws of the jurisdiction where you use the Services;
  • To post or transmit, or cause to be posted or transmitted, any Communication designed or intended to obtain password, account, or private information from any Ruksack user;
  • To create or transmit unwanted ‘spam’ to any person or any URL;
  • To create multiple accounts for the purpose of voting for or against users’ Travel Content;
  • To post copyrighted Content that does not belong to you;
  • With the exception of accessing RSS feeds, you agree not to use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;
  • To artificially inflate or alter vote counts, blog counts, comments, or any other Service or for the purpose of giving or receiving money or other compensation in exchange for votes and/or in an attempt to alter the result of any contest or promotion, or for participating in any other organized effort that in any way artificially alters the results of Services;
  • To advertise to, or solicit, any user to buy or sell any third party products or services, or to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;
  • To promote or sell Travel Content of another person unless you are expressly authorized to do so; or
  • To sell, assign or otherwise transfer your profile.
  • To report a suspected abuse of the Site or a breach of the Terms (other than relating to copyright infringement which is addressed under “COPYRIGHT COMPLAINTS” below) please send written notice to Ruksack at email: [email protected]

You are solely responsible for your interactions with other users of the Site, including any communications that you exchange through Ruksack's messenger service. Ruksack reserves the right, but has no obligation, to review disputes between you and other users. This includes the right to review messages exchanged through Ruksack's messenger service, based on any reports that Ruksack receives alleging the violation of these Terms through the use of Ruksack's messenger service, including without limitation, reports regarding alleged harassment, indecency, and offensive messages.

If the Services or Site are used in a manner that violates the Terms in any way, Ruksack may at its sole discretion, but is not required to, suspend or terminate your account, disable your access to the Site and/or take any steps that it deems appropriate to address the situation.

TRAVEL CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

Please read this section carefully before posting, uploading, or otherwise submitting any Travel Content to the Site. By submitting Travel Content to the Site, you are granting Ruksack a worldwide, non-exclusive license to use the Travel Content and license Travel Content through its distributors, and are representing and warranting to Ruksack that the Travel Content is either owned by you or you are authorized to represent or distribute the Travel Content, and that Ruksack is free to publish, distribute and use the Travel Content as provided in these Terms without obtaining permission, consent or any license from any third party.

In consideration of Ruksack’s agreement to allow you to use the Services, you acknowledge that:

  1. You acknowledge that:
  2. Any Travel Content uploaded to your account must be created by you;
  3. By posting Travel Content to the Site, you grant to Ruksack a non-exclusive or exclusive, transferable, fully paid, worldwide license to use, sublicense, distribute, reproduce, modify, adapt, publicly perform and publicly display such Travel Content in connection with the Services. This license will exist for the period during which the Travel Content is posted on the Site and will automatically terminate upon the removal of the Travel Content from the Site, subject to the terms of any license granted by an authorized Ruksack distributor;
  4. The license granted to Ruksack includes the right to use Travel Content fully or partially for promotional reasons and to distribute and redistribute Travel Content to other parties, websites, authorized agents, applications, and other entities, provided such Travel Content is attributed in accordance with the required credits (i.e. username or collection name, profile picture, list/guide title, descriptions, tags, and other accompanying information) if any and as appropriate, as submitted to Services, subject to any credit requirements governing the licensing of Travel Content pursuant to the Contributor Agreement (notwithstanding the foregoing, no inadvertent failure to provide appropriate attribution shall be considered a breach of these Terms);
  5. Ruksack and its distributors have the right to modify, alter and amend titles, descriptions, tags, metadata and other accompanying information for any Travel Content and the right to submit Travel Content to other parties and authorized agents for the purpose of creating tags for Travel Content;
  6. Ruksack uses industry recognized software and measures to restrict the ability of users and visitors to the Site to make copies of Travel Content posted on the Site. Notwithstanding this, Ruksack makes no representation and warranty that Travel Content posted on the Site will not be unlawfully copied without your consent; and
  7. Subject to the foregoing terms, ownership or other rights in the Travel Content including any intellectual property rights or other proprietary rights associated with the Travel Content are retained by you or the Travel Content owner represented by you, unless reflected otherwise in a separate agreement with Ruksack.
  8. You represent and warrant that:
  9. You are the owner or the authorized representative of the owner of all rights, including all copyrights in and to all Travel Content you submit to the Site;
  10. You have the full and complete authority and right to enter into this agreement and to grant to Ruksack the rights in the Travel Content herein granted, and that no further permissions are required from, nor payments required to be made to any other person in connection with the use by Ruksack of the Travel Content as contemplated herein;
  11. You are not violating or breaching any agreement with any other party by submitting Travel Content to Ruksack; and
  12. The Travel Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights or any other right of any person, or violate any law or judicial or governmental order.
  13. You do not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against Ruksack, all of which such rights are hereby expressly and irrevocably waived by you in favor of Ruksack.
PREMIUM ACCOUNT SERVICES

Ruksack provides premium services. To register for a Premium Account, you must be at least 18 years of age and have a valid Ruksack account. In addition to the general terms and conditions provided for by these Terms, the following terms and conditions apply specifically to Premium Account holders:

Services available to Premium Account holders are described on the account Upgrade page. Premium Accounts are available on an annual and monthly membership basis. Ruksack may modify, suspend or discontinue Services provided to Premium Account holders at any time at its sole discretion and without prior notice.

LICENSING TRAVEL CONTENT

If you choose to allow Ruksack to license your Travel Content through its authorized distributors, please refer to the terms of the Ruksack terms.

ON DEMAND AND AVAILABLE FOR HIRE PROJECTS

Ruksack also may provide you with the opportunity to work on projects for Ruksack clients and partners (“On Demand Projects”), which in addition to these Terms, are governed by any separate agreement that you enter into with Ruksack or our partners for On Demand Projects and the terms governing such Projects. You may also receive assignments directly from other users through your membership account interface (“Available for Hire Projects”), which are solely governed by any agreement that you enter into with respect to such Available for Hire Projects. Ruksack disclaims any and all liability or responsibility with respect to Available for Hire Projects.

COPYRIGHT COMPLAINTS

Ruksack respects the intellectual property rights of others. It is our policy to respond promptly any claim that Content posted on the Site infringes the copyright or other intellectual property rights (“Infringement”) of any person. Ruksack will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property laws and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the Site.

To notify Ruksack of a possible Infringement you must submit your notice in writing to the attention of “Copyright Infringement” care of [email protected] and include in your notice a detailed description of the alleged Infringement sufficient to enable Ruksack to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.

If we remove or disable access to Content in response to a notice of Infringement, we will make reasonable attempts to contact the user who posted the affected Content. If you feel that your Content is not infringing, you may provide Ruksack with a counter notice in writing to the attention of “Copyright Infringement Counter Notification” at [email protected] You must include in your counter notice sufficient information to enable Ruksack to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) if you materially misrepresent that your Content is not infringing the copyrights of others.

If you have any questions about copyright infringement or the notification and counter-notification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney.

Digital Millennium Copyright Act - Notification of Alleged Copyright Infringement

Ruksack reserves the right to remove any Content that allegedly infringes another person’s copyright. In appropriate circumstances, Ruksack will terminate the accounts of users who infringe copyright. Notices to Ruksack regarding any alleged copyright infringement should be directed to Ruksack via email at: [email protected]

Filing a DMCA Notice to Remove Copyright-Protected Content

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide us (either directly or through your authorized representative) with a written notice containing the following information:

Your name, address, telephone number, and email address (if any); A description of the copyrighted work that you claim has been infringed; A description of where on the Website the material that you claim is infringing may be found, sufficient for Ruksack to locate the material (e.g., the URL); A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright Ruksack, its agent, or the law and is not a fair use; A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and Your electronic or physical signature. Filing a DMCA Counter-Notice to Restore Content Removed from the Website

If you believe that your material has been removed by mistake or misidentification, please provide Ruksack with a written counter-notification containing the following information:

  • Your name, address, telephone number, and email address (if any);
  • A description of the material that was removed and the location on the Website (e.g., the URL) where it previously appeared;
  • A statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
  • A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any jurisdiction in which you may be properly served, and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person; and
  • Your electronic or physical signature.
LINKS

The Services may provide, or third parties may provide, links to other sites or resources. Because Ruksack has no control over such sites and resources, you acknowledge and agree that Ruksack is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Ruksack shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

RELEASE AND INDEMNITY

You hereby expressly and irrevocably release and forever discharge Ruksack, its affiliated and associated companies and its authorized distributors, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services.

You hereby agree to indemnify and hold harmless Ruksack, its affiliated and associated companies and its authorized distributors, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of (i) a breach of these Terms, (ii) Content posted on the Site, (iii) the use of the Services or Premium Accounts, by you or any person using your account or Ruksack Username and password, (iv) the licensing or use of your Travel Content, or (v) any violation of any rights of a third party. Ruksack reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

TRADEMARKS

Ruksack, ruksack.com, and other Ruksack graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Ruksack. Ruksack’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Ruksack. The images and icons available in the Ruksack icon pack may be used by partners and third party sites in connection with providing appropriate links to the Ruksack Site so long as they are used in a manner that is consistent with Ruksack's requirements.

TERMINATION

Ruksack may terminate or suspend any and all Services and/or your Ruksack account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your Ruksack account, you may simply discontinue using the Services (subject to termination provisions specific to Premium Accounts). All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership and rights provisions and warranties, warranty disclaimers, indemnity and limitations of liability.

It is your responsibility to remove all Travel Content from your account and/or Premium Account prior to termination. Upon termination of your account, Ruksack will automatically remove all Travel Content posted to your account.

WARRANTY DISCLAIMER

YOU USE THE SITE AND THE SERVICES AT YOUR OWN RISK. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. RUKSACK EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RUKSACK DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS SITE AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS, (D) THE UNAVAILABILITY OF ALL OR ANY PART OF THE SITE OR THE SERVICES, (E) YOUR USE OF THE SITE OR THE SERVICES, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES.

LIMITATION OF LIABILITY

EXCEPT AS OTHERWISE PROVIDED BY LAW, NEITHER RUKSACK NOR ANY OF ITS AFFILIATES, PARENTS, SUBSIDIARIES, AUTHORIZED DISTRIBUTORS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE, ANY FACTS OR OPINIONS APPEARING THEREON, OR THE SERVICES. RUKSACK SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR SERVICES. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, RUKSACK'S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO CAD$100.00.

YOU AND RUKSACK AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF RUKSACK AND ALL PARTIES TO ANY SUCH PROCEEDING.

MISCELLANEOUS

The Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and Canada, as applicable without regard to conflicts of laws principles. The United Nations Convention on the International Sale of Goods does not apply and is expressly excluded.

Any controversies or disputes arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association or of the International Center for Dispute Resolution to be held in Toronto, Canada. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of these Terms. The arbitration proceeding shall be conducted in English and all documentation shall be presented and filed in English. The arbitrator shall not have the authority to modify any provision of these Terms or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under these Terms. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.

INDEMNIFICATION OF RUKSACK

You, agree to defend, indemnify and hold Ruksack, its affiliates and its sponsors, partners, other co-branders and the respective directors, officers and employees of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to your breach of any of these Terms or use by you or any third party of the Services. Ruksack reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

GENERAL

These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. Any rule of construction stating that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. If one or more of the provisions herein is held invalid, illegal or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. Any inconsistency between these Terms in English and these Terms in any other language shall, to the fullest extent permitted by applicable law, be resolved by reference to the English version. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any prior, subsequent or other default or breach.