Master Hosting Terms

Last updated: April 1st, 2022

1. Overview

This agreement is the “Master Hosting Terms” governing use of one or more Rooms (as defined below) on the WhaleRoom platform, and governing the related services provided by the developer of the WhaleRoom platform. 

2. Rooms

The WhaleRoom services are offered by 12948231 Canada Inc. (“Developer”), a Quebec-based corporation that is the creator of WhaleRoom. Developer shall provide to “You”/“Your” (the party Developer is contracting with) certain services with respect to hosting one or more rooms on the WhaleRoom software platform (each one a “Room”), subject to the terms and conditions of this agreement (including any supplemental terms or amendments).

3. Hosting

Your Room(s) shall be hosted on (and other platforms as available), but shall remain Your responsibility, and that of the users who use Your Room. Your role in this ecosystem is critical because WhaleRoom is an open platform that can be used by many people for many purposes, and relies on You to ensure that users have a great experience. Developer’s role is to build the best software platform and Your role is to build the best social room experience for Your users. 

Your Room(s) shall be made available to users of WhaleRoom in accordance with legal terms in place between Developer and end users. Some aspects of the user experience will also depend on the Room configuration that You use, and this may be changed by You according to the needs of Your community. 

4. Fees

You agree to pay the applicable fees (if any), and to do so promptly. To accommodate a wide variety of payment methods, Developer may change payment options (at any time), and may establish policies regarding non-payment and the consequences of it, such as suspension or termination of services. Any fees provided for on a term basis (e.g. one year) shall be charged pro-rata

5. Changes To Features

WhaleRoom is an offering that is constantly improving and evolving. Accordingly, Developer may add or remove features from WhaleRoom, and shall not be liable to You for doing so. Features may change without notice. 

6. Supplemental Terms

There may be opportunities to upgrade Your level of service. You may agree to additional terms in order to gain access to premium services, support, or other services offered by Developer. 

7. Feedback and Improvements

You may choose to submit feedback or suggested improvements to Developer and if You do so then You agree that Developer may make use of Your contributions (and without any payment to You, and without any obligation of any kind). 

8. iOS Terms

If You make use of WhaleRoom within the iOS environment or access the application through an installation made through the Apple App Store then the following terms shall apply:

You acknowledge that these terms are solely between You and Developer, and not with Apple Inc. (including its affiliates, collectively, “Apple”); and,

You agree that Apple is not liable to You for Your conduct with respect to WhaleRoom; and,

You agree that Your use of the WhaleRoom iOS application shall comply with Apple’s terms and conditions; and,

Developer shall be solely responsible for any technical support provided to You (and not Apple).

9. Limited Intellectual Property License

Developer hereby licenses the WhaleRoom software for Your use, and for use by any agents, employees, or contractors of You (altogether, “Personnel”) in relation to Your account, providing that such Personnel abide by the terms of this agreement at all times. You and Your Personnel shall be granted to use WhaleRoom, including the intellectual property that is embodied by the WhaleRoom platform. 

You may not make copies of the WhaleRoom intellectual property or assets for any use other than incidental copies created by ordinary software used to access websites and applications (e.g. a browser), and any copies made incidentally must not be reproduced. You may not copy any of the WhaleRoom software code. 

You may use the WhaleRoom logo on third-party services, provided it is used in compliance with any marketing or branding guidelines established by WhaleRoom, and only to the extent that the logo is used to promote WhaleRoom and/or Your Room(s). 

10. Pricing Changes

Developer may reduce or discount the price of any service that it offers to You, at any time. Developer may increase the prices that it charges, provided that at least 3 months have passed since the last increase to the price. 

11. Recurring Billing

If You agree to recurring billing (e.g. using a credit card to pay for WhaleRoom, with regular payments made) then You agree that Developer shall charge for its services to the provided payment method, on a recurring basis. You agree to notify Developer in advance of any changes to the recurring billing arrangement in order to provide continuity of service to You. 

12. No Warranty

WhaleRoom is a popular service used by many users and may experience downtime or interruptions to service despite the best efforts of Developer. Your Room(s) shall be provided to you without warranty of any kind, on an as-is, as-available basis. 

13. Limitation of Liability

Developer’s liability to You shall be strictly limited to no more than twice the fees paid by You to WhaleRoom in the past 24 months or $100 Canadian Dollars (whichever is less). 

14. Indemnification of WhaleRoom

You agree to indemnify Developer (and its service providers) against claims made in relation to WhaleRoom by a user of Your Room(s) or by anyone else affiliated with Your Room, where the nature of the claim is such that Your Room(s) or You played a role in the claim. The foregoing indemnity shall include legal fees or attorneys’ costs, and shall not include the right to assume Developer’s defence. 

15. Indemnification of Room Host

You shall be indemnified by Developer for any claims that allege patent infringement with respect to the WhaleRoom platform. 

16. Unlawful Conduct

WhaleRoom is a platform that is strictly for purposes that are permitted by law. Developer takes all allegations of unlawful conduct seriously, and shall have the right to suspend services in relation to Your Room if it believes that a breach of the laws of Canada (or any other jurisdiction) has occurred or may have occurred. 

17. No Waiver

Developer shall not be considered to have waived any of its rights by reason of a delay in enforcing its rights, or due to any other reason where delay is a factor. 

18. No Reliance

You agree that You have not relied on any representations made outside of the terms of this agreement as part of Your decision to enter into this agreement. 

19. Non-Transferable

This agreement may not be transferred or assigned by You without the explicit written consent of Developer. 

20. Currency

Unless otherwise stated, all dollar amounts in this agreement (including any supplemental terms) shall be considered references to the currency of the United States of America (USD).

21. Term and Renewal

This agreement shall be for a term of two years, and shall renew for additional one year terms automatically, unless either party provides notice at least 7 days before the end of this agreement. 

22. Termination

Developer shall have the right to terminate this agreement by providing written notice to You, delivered by e-mail or other similar means (including notification within the WhaleRoom platform), provided that You are afforded at least 7 days notice before the date of termination. 

You may terminate this agreement at any time by providing written notice to Developer. If You terminate this agreement then You shall continue to pay Developer for any agreed term, notwithstanding Your cancellation of services by termination. Termination does not relieve either party of any responsibility to make payments already due.

23. Choice of Forum and Governing Law

Any disputes that arise between the parties shall be governed by the laws of the Province of Quebec, Canada, and the forum for any dispute shall be the City of Montreal, Quebec. 

24. Notice

You provide written notice to Developer by writing to: [email protected]

25. Electronic Contracting

The parties have agreed to enter into this contract digitally. You may write to Developer to obtain a copy of the executed agreement.