Cloto, Inc. Terms of Use

February 14th, 2018

These terms and conditions (“User Terms”) set forth apply to visit and use of our website at www.cloto.ca (the “Website”), the Service and the Application (as defined below), as well as to all information, products, services and recommendations provided on or through the Website, the Service and the Application.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING CLOTO, INC. APPLICATIONS OR ANY SERVICES PROVIDED BY US, YOU AGREE TO BE GOVERNED BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE CLOTO, INC. APPLICATIONS OR ANY PRODUCTS OR SERVICES PROVIDED BY CLOTO, INC.

Your service provider is only Cloto, Inc., a corporation established in the Province of Ontario (“Cloto”).

What service(s) does Cloto provide?

Cloto provides both scheduled and/or on-demand pick-up and delivery services for laundry and garment donations. Cloto performs in-house washing and folding of clothing garments and linens that you give Cloto for cleaning. Pick-up and delivery can be scheduled through our Website or smartphone mobile application (the “Application”). All services provided by Cloto to you by means of your use of the Website or Application are hereafter referred to as the “Service”.

How is an agreement carried out between you and Cloto?

By using the Website, Application or the Service, you enter an agreement with Cloto (the “Agreement”). To place orders from the Website, Application or Service, you must be a registered Cloto user. To register, you must provide Cloto with your personal information, mobile telephone number, address for pick-up and delivery, and credit card data.

You must be of legal age or older to use the Service, Website, or Application. If you live in a region that restricts the use of the Service, Website, or Application because of age, or restricts you to enter agreements like this one due to age, you must follow such age limits and you must not use the Service and the Application. You represent that if you are an individual, you are of legal age to enter into a binding agreement, or that if you are registering on behalf of a legal entity, that you are authorized to enter into, and bind the entity to, these User Terms and register for the Service and the Application.

Content

All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website and Application by viewers or users (“User Content”), is the sole responsibility of such viewers or users. This means that the viewer or user, and not Cloto, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. Cloto does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Cloto be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.

Restrictions on User Content and Use of the Service

Cloto reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.

In using the Website, Application and/or Service You shall not:

• copy any content unless expressly permitted to do so herein;
• upload, post, email, transmit or otherwise make available any material that:is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable; You do not have a right to make available under any law or under a contractual relationship; infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights); is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; 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 or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
• impersonate any person or entity or misrepresent their affiliation with a person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
• interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
• intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
• collect or store personal data about other users or viewers;
• license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or Application; or
• modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Application or any software provided as part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law.

You also agree not to access the Website or Application in a manner that utilizes the resources of the Website or Application more heavily than would be the case for an individual person using a conventional web browser. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.

License of Content to Cloto and other Users

By submitting, posting or displaying User Content on or through the Service, you grant us (and our agents) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content. Cloto will not be responsible or liable for any use of User Content in accordance with these Terms of Use. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.

End User License

Except for User Content, the Application, this Website, and the information and materials contained therein, are the property of Cloto and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms of Use, Cloto grants you a non-transferable, non-exclusive, license to (a) use the Website for your use, and (b) download, install and use one copy of the App on a mobile device that you own or control for your use (the “License”). The Application is licensed to you and not sold. Nothing in the Terms of Use gives you a right to use the Cloto 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 functionality of the Website or Application shall be subject to the terms of these Terms of Use.

Payment

The use of the Website and Application is free of charge. Cloto has the right to introduce a fee for the use of the Application. If Cloto decides to introduce such a fee, Cloto shall inform you accordingly and allow you to either continue or terminate your Service Agreement.

Cloto offers different subscription plans for your laundry needs (each, a “Plan”). You have one free pickup day every week. The number of totes that may be picked up on your free pickup day are unlimited, however you will be charged on a per tote basis anything exceeding your Plan tote limit. If you change your Plan, the Plan price will also change accordingly. At any point, you can upgrade or downgrade or cancel your Plan, if applicable (i.e. may not downgrade from the base Plan). Payment of the Plan is taken upon pickup of first order. Extra charges for premium services may apply. For more information about Subscription Plans and pricing, visit our Pricing page and FAQs for more details.

Cloto shall charge you for the services you request on-demand, which may include wash and fold laundry, or related services (“Cleaning”). You agree that you will pay for all Cleaning you purchase through Cloto, and that Cloto may charge your credit card account as provided by you when registering for the Service (including any taxes, late fees, or additional fees as applicable) that may be accrued by or in connection with your account. You are responsible for the timely payment of all fees and for providing Cloto with a valid credit card account for payment of all fees at all times. Any payment made is non-refundable.

Cloto may use a third-party payment processor (the “Payment Processor”) to link your credit card account to the Application and Service. The processing of payments or credits, as applicable, in connection with your use of the Website, Application and Service will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to these User Terms. Cloto is not responsible for any errors by the Payment Processor. In connection with your use of the Services, Cloto will obtain certain transaction details, which Cloto will use solely in accordance with its Privacy Policy.

Indemnification

By accepting these Terms of Serivce and using the Application or Service, you agree that you shall defend, indemnify and hold Cloto, its affiliates, its agents, its vendors, its past, present and future employees, its suppliers, its equity holders, its representatives, its licensors, and each of their officers, directors, other users, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these User Terms or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, or (c) your use or misuse of the Application or Service.

Liability

The information, recommendations and/or services provided to you on or through the Website, the Service and the Application is for general information purposes only and does not constitute advice. Cloto will reasonably keep the Website and the Application and its contents correct and up to date but does not guarantee that (the contents of) the Website and/or Application are free of errors, defects, malware and viruses or that the Website and/or Application are correct, up to date and accurate.

Cloto shall not be liable for any damages resulting from the use of (or inability to use) the Website or Application (but to the exclusion of death or personal injury), including damages caused by malware, viruses or any incorrectness or incompleteness of the Information or the Website or Application, unless such damage is the result of any wilful misconduct or from gross negligence on the part of Cloto.

Cloto shall further not be liable for damages resulting from the use of (or the inability to use) electronic means of communication with the Website or the Application, including – but not limited to – damages resulting from failure or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties or by computer programs used for electronic communications and transmission of viruses.

User understands that there is inherent risk in Cleaning and there is potential for clothing and related items to get lost or damaged. Cloto will do its best to ensure situations like this do not happen, and in the instances they do happen, will work with the User to rectify the situation. Without prejudice to the foregoing, and insofar as allowed under mandatory applicable law, Cloto’s aggregate liability shall in no event exceed an amount of $100(CAD) or, where applicable, the equivalent of that amount in the currency used by you for the payment for Cleaning.

Disclaimers

YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER SAFETY AND HANDLING, PREPARATION, STORAGE, USE AND CONSUMPTION OF THE CLOTHING (HEREBY “PRODUCTS”) YOU RECEIVE FROM US. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY SKIN ALLERGIES OR HEALTH CONDITIONS YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, USING OR CONSUMING SUCH PRODUCTS. FURTHER, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE WASH PRODUCTS USING DETERGENT INGREDIENTS (I.E. SURFACTANTS) THAT MAY IRRITATE SOME USERS’ SKIN. WE CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS, SO WHILE WE MAKE EVERY EFFORT TO CARRY OUT YOUR PERSONAL PREFERENCES, THERE IS NO GUARANTEE FOR CROSS-CONTAMINATION PREVENTION. WE ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY SAMPLES NOR THE CONSUMPTION THEREOF OF SUCH SAID SAMPLES — USE AT YOUR OWN DISCRETION.

WE ATTEMPT TO DISPLAY THE PRODUCTS AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SITES, INCLUDING PRICING, ANALYTICS AND ENVIRONMENTAL INFORMATION, AS ACCURATELY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION. IN THE EVENT OF AN ERROR ON OUR SITES, IN AN ORDER CONFIRMATION, IN PROCESSING OR DELIVERING AN ORDER OR OTHERWISE, WE RESERVE THE RIGHT TO CORRECT SUCH ERROR AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A REFUND. YOU FURTHER AGREE THAT THE PRODUCTS AND OTHER MATERIALS YOU RECEIVE IN YOUR ORDER MAY VARY FROM THE PRODUCTS AND MATERIALS DISPLAYED ON THE SITES DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, MANUFACTURING PROCESS OR SUPPLY ISSUES, THE AVAILABILITY AND VARIABILITY OF PRODUCTS AND LABOR, AND VARIABILITY OF EQUIPMENT AND APPLIANCES. THE SITES MAY CONTAIN INFORMATION ABOUT A SERVICE THAT IS NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO PRODUCTS OR A SERVICE ON THE SITE DOES NOT IMPLY OR GUARANTEE THAT IT IS OR WILL BE AVAILABLE IN YOUR LOCATION OR AT THE TIME OF YOUR ORDER.

We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Sites (or any features or functionality of the Sites) and the Products at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.

Apple App Store and Google Play Store Additional Terms and Conditions

The following additional terms and conditions apply to you if you are using the Application from the Apple App Store and/or Google Play Store. To the extent the other terms and conditions of this Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this Section, the more restrictive or conflicting terms and conditions in this Section apply, but solely with respect to the Application from the Apple App Store and/or Google Play Store. You acknowledge and agree that:

• these Terms of Use are concluded solely between Cloto and You and not with Apple or Google, and Cloto not Apple or Google, is solely responsible for the Application and the content thereof. To the extent that these Terms of Use provide for usage rules for the Application which are less restrictive or in conflict with the Apple App Store Terms of Service or Google Play Store Terms of Service, the more restrictive or conflicting Apple or Google term will take precedence and will apply;
• Apple and Google have no obligation whatsoever to provide any maintenance and support services with respect to the Application. Cloto is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple or Google, and Apple or Google will refund the purchase price for the Application to you and to the maximum extent permitted by applicable law, Apple and Google will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Cloto’s sole responsibility;
• Cloto, not Apple and Google, is responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation.; and/or (iv) intellectual property infringement claims; and
• Apple and Google, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of these Terms of Use, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

You represent and warrant that (i) you are not located in a country that is subject to a Canada or U.S. Government embargo, or that has been designated by the Canada or U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any Canada or U.S. Government list of prohibited or restricted parties.

Termination

Cloto may, under certain circumstances and without prior notice, immediately terminate Your ability to access the Website or App or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that You may have with Cloto (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by You to Cloto), (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the website (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. Termination of Your access to the Website or App may also include removal of some or all of the materials uploaded by You. You acknowledge and agree that all terminations may be made by Cloto in its sole discretion and that Cloto shall not be liable to You or any third-party for any termination of Your access to the Website or App or for the removal of any of the materials uploaded by You to the Website. Any termination of these Terms of Use by Cloto shall be in addition to any and all other rights and remedies that Cloto may have.

Invalidity of one or more provisions

The invalidity of any term of these User Terms shall not affect the validity of the other provisions of these User Terms.

If and to the extent that any provision of these User Terms is invalid, or is unacceptable in the given circumstances according to the criteria of reasonableness and fairness, a provision shall apply between the parties instead that is acceptable considering all the circumstances and which corresponds with the provisions of the void part as much as possible, taking into account the content and the purpose of these User Terms.

Modification of the Service and User Terms

Cloto reserves the right, at its sole discretion, to modify or replace any of these User Terms, or change, suspend, or discontinue the Service or Application (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you notice through the Service, Application or via email. Cloto may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

Availability & Updates

Cloto may alter, suspend, or discontinue the Website, App and/or Service at any time and for any reason or no reason, without notice. The Website, App and/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Cloto may periodically add or update the information and materials on this Website without notice.

Privacy Policy

Cloto may collect and processes the personal data of the visitors of the Website and users of the Application according to the Privacy Policy.

General

These Terms of Use, together with any 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. These Terms of Use shall not be modified except in writing signed by both parties or by a new posting of these Terms of Use issued by Cloto. If any part of these Terms of Use 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 Cloto to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Cloto must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms of Use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Cloto’s prior written consent. We may assign these Terms of Use without restriction. The Terms of Use shall be governed by the laws of the Province of Ontario without regard to choice of law principles.

If you have any questions with respect to our policies concerning the handling of your personal information, or if you wish to request access to, or correction of, your personal information under our care and control, please contact us at: admin@cloto.ca.

Our Corporate Address: