Terms of Use

Acceptance of Terms

JDS Marketplace("JDS Marketplace"/"we"/"us") make the website jdsmarketplace.ca (the "Website") available as an online source of defense offset market information through a user-friendly interface (the "Services"). By accessing or using the Services you are also agreeing to be bound by the following terms and conditions ("Terms of Service"), including any subsequent changes or modifications to them. If you do not agree to these Terms or to our Privacy Policy, please do not access the Services.

Important Service Limitations

The Services are not intended for use by minors. If you are below the age of 18 please do not register or attempt to use the Services.

Privacy and Communications

You acknowledge and agree that we may occasionally send you communications regarding your account or the Services via email. See the Privacy Policy, which governs our use of any personal information collected through the Services.

Accounts, Passwords, and Security

The Services allow you to access and review defense offset market information through an online user-friendly interface. Certain areas of the Website require you to register with JDS Marketplace ("Registered Users"), whereas other portions are open to anyone who visits the Website (the "General Users", and together with Registered Users, the"Users"). Registered Users are able to post information pertaining to defense offset market contracts, which are made available to other Registered Users, and may be made available to General Users. Registered Users will only have their contact information made available to third partiesif this setting is manually selected during the registration process. If a verified representative of the User requests that we take down their profile, we will do so within a reasonable period of time.

When signing up for the Services you are responsible for keeping your password secure. You will be solely responsible and liable for any activity that occurs under your user name.You acknowledge that: (i) all of the information that you provide to JDS Marketplace must be accurate and complete; (ii) it is an offence to login under an account other than your own; and (iii) you must not upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

JDS Marketplace will use commercially reasonable efforts to ensure that the Website is online and fully functional in order to provide Users with the Services. However, we do not guarantee that the Services will be available at any one time, or that the Website will be functional at all times.

JDS Marketplace cannot guarantee that any feature or functionality of the Services or Website, currently available, will remain available or will remain unchanged. As such, you agree that JDS Marketplace will not be liable to you as a result of any such changes to any feature or functionality ofthe Services or Website.

Content

All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively "User Content") transmitted to JDS Marketplace by Users are the sole responsibility of such Users. This means that the User, and not JDS Marketplace, is entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Services. JDS Marketplace does not control or actively monitor User Content and does not guarantee the accuracy, integrity or quality of such User Content.

You acknowledge and agree that all materials related to the Services are based on data and sources believed to be reliable, but accuracy and completeness cannot be guaranteed. As such, JDS Marketplace cannot guarantee any success or result in using or relying on such materials and under no circumstances will JDS Marketplace be liable in any way for any materials, including, but not limited to, for any errors or omissions in any of the materials or any defects or errors related thereto.

Copyright

The entire contents of the Services, including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of the Service, are protected by copyright and trademark laws and other proprietary rights. The owners of the copyrights and trademarks are JDS Marketplace, its affiliates and/or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE WEBSITE AND/OR SERVICES, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Services solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials.

End User License

Except for User Content, this Website, and the information and materials that it contains, are the property of JDS Marketplace and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of these Terms of Service, JDS Marketplace grants you a non-transferable, non-exclusive, non-sublicensable, revocable, personal license to use the Website for your use. Nothing in these Terms of Service give you a right to use the JDS Marketplace names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to the functionality of the Website shall be subject to the terms of these Terms of Service.

Feedback

If you provide JDS Marketplace with any suggestions, comments or other feedback relating to any aspect of the Website and/or Services ("Feedback"), JDS Marketplace may use such Feedback in the Website or in any other JDS Marketplace related products or services (collectively, "JDS Marketplace Offerings"). Accordingly, you agree that: (a) JDS Marketplace is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of you or any third party and you have all the necessary rights to disclose the Feedback to JDS Marketplace, (c) JDS Marketplace (including all of its successors and assigns and any successors and assigns of any of the JDS Marketplace Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any JDS Marketplace Offerings, and (d) you are not entitled to receive any compensation or re-imbursement of any kind from JDS Marketplace or any of the other users of the Website in respect of the Feedback.

Disclaimer of Representations, Warranties and Conditions

THE WEBSITE, SERVICES, AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED "AS IS." JDS MARKETPLACE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES. THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. JDS MARKETPLACE DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND JDS MARKETPLACE SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. JDS MARKETPLACE WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL JDS MARKETPLACE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OR INABILITY TO USE THE WEBSITE OR SERVICES OR YOUR LIABILITY RELATING TO THE USE THIS WEBSITE OR THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF JDS MARKETPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, JDS MARKETPLACE'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) ONE-HUNDREDCANADIAN. DOLLARS (CAD$100.00) OR (B) AMOUNTS THAT YOU HAVE PAID JDS MARKETPLACE IN THE PRIOR TWELVE (12) MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Indemnification

YOU SHALL INDEMNIFY AND HOLD JDS MARKETPLACE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), INCURRED IN CONNECTION WITH ANY USER CONTENT SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICES AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF SERVICE, AND ANY VIOLATION BY YOU OF ANY RIGHTS OF ANOTHER (INCLUDING, WITHOUT LIMITATION, ALL INTELLECTUAL PROPERTY RIGHTS AND RIGHTS OF PUBLICITY, PERSONALITY OR PRIVACY).

Acceptable Use and Conduct

You will not use our Services to: (i) upload, post, email, or otherwise transmit anything that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

You will not use the Services for any fraudulent use, including, but not limited to, false identification during registration, logging in under another Users account, posting inaccurate or misleading information about a company and uploading malicious code in the form of a logo or image. All use of the Services and/or the Website must be in compliance with all applicable laws, rules and regulations and must not infringe or violate third party rights.

We do not represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content or communications on the Website or associated with the Services, nor do we endorse any opinions expressed via the Services. We make no warranty anddisclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon.

We do not monitor or control the any content posted through the Services and expressly disclaim any liability or responsibility for or associated with such content.

Zero Tolerance

We do not permit offensive User Content on the Website, including, but not limited to, User Content that is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.

We reserve the right to disable the account of any User without prior notice if, in our sole discretion, such User has violated any part of these Terms of Service. In appropriate circumstances, JDS Marketplace will also terminate any Users account if the User, in the sole discretion, is or has been a repeat infringer.An account terminated by us will not be backed-up for any reason and will be immediately deleted from our servers.

Fees

Users may be subject to fees, which are evaluated on a per-month contract agreement with us. Users can opt to upgrade or downgrade their service agreement to any other contract agreement that we are currently offering for sale as part the Services at any time during the User's contract term. At the end of the contract term, the contract will automatically renew until explicitly cancelled by the User. Users can cancel their contract by sending an e-mail to support@jdsmarketplace.caindicating that they would like to cancel their contract. Any cancellation issued must be done thirty(30) days prior to the end of the then current contract term to allow for adequate processing time; cancellation requests after outside this time will be effective at the end of the following month.

Chargeback / Refund Policy

We will not, under any circumstances, issue cash refunds for early contract cancellation. If you have a question about charges made to your account, please contact us immediately. If the charges were made in error, we will credit your account or credit card account for the appropriate amount.

Links and Third Party Websites

Services may display, or contain links to, third party products, service, and websites. Any opinions, advice, statements, service, offers, or other information that constitutes part of the content expressed, authored, or made available by Users or other third parties through the Services, or which is accessible through or may be located using our Services (collectively, "Third Party Content") are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.

We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, service, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through the Services.

The Services may contain advertisements however we also do not assume any liability for or endorse, guarantee or assume any responsibility for any product or service advertised or offered by any third party through the Services or in respect of any website that can be reached from a link or any advertisement on the Services.

Termination of Service

We may, under certain circumstances and without prior notice, immediately terminate or suspend your ability to access the Services or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Service (including, without limitation, providing fraudulent or incorrect information), (b) requests by law enforcement, other government agencies or our third party data providers or licensors, (c) a request by you, (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by you, directly or indirectly, in fraudulent or illegal activities (including falsification of your credentials). You acknowledge and agree that all terminations may be made by us in our sole discretion and that we will not be liable to you or any third-party for any termination of your access to the Services.

Modifications to Terms of Service

We reserve the right to modify these Terms of Service at any time without notice. Please review these Terms of Service on occasion as they may change in the future.

Governing Law

You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein without regard to its conflicts of laws provisions.

Assignment

You may not assign these Terms of Service, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without JDS Marketplace's prior written consent. JDS Marketplace may assign the Terms of Service, or any rights or licenses granted hereunder in connection with a merger, acquisition, sale of assets, or by operation of law or otherwise.

General

These Terms of Service, together with the Privacy Policy that may be published on the Website, constitutes the entire agreement between the parties relating to the Website and Service and all related activities. If any part of these Terms of Service is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of JDS Marketplace to exercise or enforce any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Any waiver of any right or provision by JDS Marketplace must be in writing and shall only apply to the specific instance identified in such writing. You agree that any cause of action that you may have arising out of or related to this Website or your use of this Website must commence within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred. In addition, all representations, warranties and conditions made by you in these Terms of Service shall survive the termination of these Terms of Service. Unless otherwise explicitly identified as terminating elsewhere in these Terms of Service, all licenses granted by you in these Terms of Service shall survive their termination. All payment obligations incurred by you prior to the termination of these Terms of Service shall survive their termination.

Users with questions about theseTerms of Services or the Privacy Policy may contact JDS Marketplacesupport via our contact page.

Last updated September 13, 2021.