Terms of Service

Terms of Service

READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING THE PACTION PLATFORM (AS DEFINED BELOW), YOU AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS OF SERVICE. PLEASE NOTE: SECTION 19 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT APPLIES TO ALL PACTION MEMBERS. IF YOU RESIDE IN CANADA, THIS PROVISION APPLIES TO ALL DISPUTES WITH PACTION. IF YOU RESIDE OUTSIDE OF CANADA, THIS PROVISION APPLIES TO ANY ACTION YOU BRING AGAINST PACTION IN CANADA. IT AFFECTS HOW DISPUTES WITH PACTION ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION CLAUSE AND CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY. THE TERMS OF SERVICE INCLUDE (i) YOUR AGREEMENT THAT COMPANY HAS NO LIABILITY REGARDING THE SERVICES (SECTION 19); (ii) YOUR AGREEMENT THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY (SECTION 15); (iii) YOUR CONSENT TO RELEASE PACTION FROM LIABILITY BASED ON CLAIMS BETWEEN USERS (SECTION 17) AND GENERALLY (SECTION 17); AND (iv) YOUR AGREEMENT TO INDEMNIFY COMPANY FOR YOUR USE OR INABILITY TO USE THE SERVICES (SECTION 18).

Last updated: December 1st, 2024

Thank you for using Paction!

These Terms of Service (these "Terms") constitute a legally binding agreement (this "Agreement") between you and Paction (as defined below) governing your access to, and use of, the Paction website, including any subdomains thereof, and any other websites through which Paction makes Paction’s Services available (collectively, the "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, the "Application") and all associated services (collectively, the "Services"). The Site, Application and Services together are hereinafter collectively referred to as the "Paction Platform". Our other Policies applicable to your use of the Paction Platform are incorporated by reference into these Terms.

When these Terms mention “Paction,” “we,” “us,” or “our,” it refers to Paction, Inc., an Ontario Corporation with an office at 357 King Street West, Toronto, Ontario, Canada.

Our collection and use of personal information in connection with your access to, and use of, the Paction Platform is described in our Privacy Policy.

Breeders alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings (as defined in Section 1) and Breeder Services (as defined in Section 1). For example, some provinces and regions may require a license to breed dogs or have their own legislation (e.g., Bill 159 in Ontario). Breeders are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Listings or Breeder Services they offer. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Listing(s) and Breeder Service(s) on the Paction Platform, you are advised to seek legal guidance.

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY PACTION IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Paction will make a new copy of the Terms available at the Site and within the Application. We will also update the “Last Updated” date at the top of the Terms. If we make material changes to the Terms, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 2) or another manner through the Services (which may include posting an announcement on our Site). Paction may require you to provide consent to the updated Terms in a specified manner before further use of the Paction Platform is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Paction Platform. Otherwise, your continued use of the Site, the Application and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.

Table of Contents

1. Scope of Services
2. Intellectual Property Rights
3. User Representations
4. Eligibility, Verification, and Registration
5. Using the Paction Platform; PROHIBITED ACTIVITIES
6. Content
7. Payment Services and Fees
8. Terms Specific to Breeders
9. Terms Specific to Buyers
10. Modifications, Cancellations and Refunds
11. Reviews
12. Disputes between Members
13. Taxes
14. Term and Termination, Suspension, and other Measures
15. Disclaimers
16. Liability
17. Release
18. Indemnification
19. Dispute Resolution and Arbitration Agreement
20. Applicable Law and Jurisdiction
21. Community Concerns and Feedback
22. Copyright Policy
23. Corrections
24. General Provisions

1. Scope of Services

These Terms of Use (“Terms”) constitute a legally binding agreement between you and Paction Inc. (“Paction”, “we”, “our”, “us”) governing your access to and use of the Paction platform, including any content, functionality, and services offered on or through https://paction.ca, our mobile applications, or any related services (collectively, the “Platform”).

Paction provides a marketplace platform that connects breeders with buyers for the responsible rehoming of dogs in Canada. By using the Platform, you agree to comply with and be legally bound by these Terms, whether or not you become a registered user of the Platform.

If you do not agree to these Terms, you may not access or use the Platform. We reserve the right to modify or terminate the Platform or your access to it for any reason, without notice, at any time and without liability to you.

2. Intellectual Property Rights

All content on the Platform, including but not limited to text, graphics, logos, images, videos, and software, is the exclusive property of Paction or its licensors and is protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Platform for personal, non-commercial purposes. You may not copy, reproduce, distribute, publish, display, perform, modify, create derivative works of, transmit, or exploit any part of the Platform without our prior written consent.

Any unauthorized use of the Platform or its content is strictly prohibited and may result in the termination of your license to use the Platform and legal action.

3. User Representations

By using the Platform, you represent and warrant that:

• You have the legal capacity and agree to comply with these Terms.
• All registration information you submit is truthful and accurate.
• You will maintain the accuracy of such information and promptly update it as necessary.
• You will not use the Platform for any illegal or unauthorized purpose.
• Your use of the Platform will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform.

4. Eligibility, Verification, and Registration

To use certain features of the Platform, you may be required to register an account, verify your identity, and meet eligibility requirements. By registering on the Platform, you represent and warrant that you:

• Are at least 18 years of age or the legal age of majority in your jurisdiction.
• Have not been previously suspended or removed from the Platform.
• Will comply with all applicable laws and regulations while using the Platform.

You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Failure to do so may result in suspension or termination of your account.

5. Using the Paction Platform; Prohibited Activities

You agree to use the Platform in accordance with these Terms and applicable laws and regulations. You further agree that you will not engage in any of the following prohibited activities:

• Using the Platform for any illegal or unauthorized purpose.
• Impersonating any person or entity, or falsely claiming an affiliation with any person or entity.
• Engaging in behavior that disrupts the Platform or harms its users.
• Uploading or transmitting harmful or malicious software, code, or viruses.
• Using automated means to scrape, collect, or harvest data from the Platform.
• Reproducing, duplicating, copying, selling, reselling, or exploiting the Platform for commercial purposes.
• Interfering with the operation or security of the Platform.

Violations of these prohibitions may result in the suspension or termination of your account, as well as legal action where applicable.

6. Content

The Platform allows users to upload, post, and share content, including but not limited to text, images, videos, and other materials (“User Content”). By submitting User Content to the Platform, you represent and warrant that:

• You own or have the necessary rights and permissions to use and share the User Content.
• The User Content does not violate these Terms or any applicable laws or regulations.
• The User Content does not infringe on the rights of any third party, including intellectual property, privacy, or publicity rights.

By submitting User Content, you grant Paction a worldwide, non-exclusive, royalty-free, perpetual, and transferable license to use, display, reproduce, modify, distribute, and create derivative works based on the User Content for the purpose of operating and improving the Platform.

Paction is not responsible for the accuracy, legality, or reliability of User Content and reserves the right to remove or disable access to User Content that violates these Terms or applicable laws.

7. Payment Services and Fees

The Platform may facilitate payments between breeders and buyers for transactions conducted through the Platform. Paction uses third-party payment processors, such as Stripe, to handle payment services securely.

Fees: You may be charged fees for using certain features of the Platform, such as service fees, transaction fees, or other charges. Paction will disclose these fees before you complete any transaction. You are responsible for paying all applicable fees and any taxes associated with your use of the Platform.

By using the Platform, you agree to provide accurate billing and payment information and authorize Paction or its payment processors to charge the payment method you provide for any fees owed. Failure to pay fees may result in the suspension or termination of your account.

8. Terms Specific to Breeders

If you are a breeder using the Platform, you agree to comply with all applicable laws, regulations, and ethical standards for the breeding and rehoming of dogs. You represent and warrant that:

• You provide accurate and truthful information about the dogs you list on the Platform.
• You have the legal right to sell the dogs and are not engaging in any fraudulent activities.
• The dogs are healthy, properly cared for, and meet all applicable health and vaccination standards.
• You will respond promptly to buyer inquiries and fulfill your commitments to buyers.

Paction reserves the right to remove listings or suspend breeder accounts that violate these Terms or applicable laws.

9. Terms Specific to Buyers

If you are a buyer using the Platform, you agree to act responsibly and in good faith when interacting with breeders and conducting transactions. You represent and warrant that:

• You will provide accurate and truthful information during your interactions on the Platform.
• You will comply with all applicable laws and regulations when purchasing a dog.
• You understand that Paction does not guarantee the quality, health, or suitability of any dog listed on the Platform.
• You will resolve disputes with breeders in good faith and through the appropriate channels.

Buyers are responsible for thoroughly researching breeders and ensuring they are comfortable with the terms of any transaction before proceeding. Paction does not mediate disputes between buyers and breeders unless explicitly stated.

10. Modifications, Cancellations, and Refunds

Paction provides a platform to facilitate transactions between breeders and buyers, but it is not a party to these transactions. Modifications, cancellations, and refunds are subject to the terms agreed upon between the breeder and buyer.

Modifications: Buyers and breeders may modify the terms of their transactions by mutual agreement. Both parties should document any agreed modifications in writing for their records.

Cancellations: Buyers and breeders may cancel transactions before completion. However, any cancellation policies set by the breeder will apply, and buyers may forfeit deposits or incur cancellation fees as specified by the breeder.

Refunds: Refunds, if applicable, are subject to the terms agreed upon between the breeder and buyer. Paction does not guarantee refunds and is not responsible for mediating disputes regarding refunds unless explicitly stated.

11. Reviews

The Platform allows users to leave reviews about their experiences with breeders, buyers, or the Platform itself. By submitting a review, you agree that:

• The review is truthful, accurate, and based on your personal experience.
• The review does not contain offensive, defamatory, or unlawful content.
• You have no conflict of interest or personal gain in submitting the review.

Paction reserves the right to remove or edit reviews that violate these Terms or applicable laws. Reviews are intended to provide transparency and accountability but do not necessarily reflect Paction’s endorsement or views.

12. Disputes Between Members

Paction is not a party to transactions between breeders and buyers and does not mediate disputes unless explicitly stated. Members are encouraged to resolve disputes directly and amicably. If a resolution cannot be reached, legal action or arbitration may be required, depending on the circumstances.

Dispute Resolution Suggestions:

• Communicate directly with the other party to clarify concerns and seek a resolution.
• Document all communications, agreements, and transactions for reference.
• Consult legal counsel if necessary to understand your rights and options.

Paction may, at its discretion, provide guidance or resources to facilitate dispute resolution but is not responsible for outcomes or agreements reached between members.

13. Taxes

Paction is not responsible for determining or collecting any taxes that may apply to transactions conducted through the Platform. Breeders and buyers are solely responsible for understanding and complying with their tax obligations.

Breeders may be required to collect and remit applicable taxes, such as sales taxes or value-added taxes (VAT), based on their location and the location of the buyer. Buyers may also be required to report and pay applicable taxes on their purchases.

If you are unsure of your tax obligations, Paction recommends consulting with a tax professional or relevant tax authority.

14. Term and Termination, Suspension, and Other Measures

These Terms remain in effect until terminated by either you or Paction. You may terminate your agreement with Paction by discontinuing use of the Platform and deleting your account.

Paction reserves the right to suspend or terminate your account or access to the Platform at its sole discretion for any reason, including but not limited to:

• Violations of these Terms or applicable laws.
• Misuse or abuse of the Platform.
• Engaging in fraudulent, harmful, or illegal activities.

Upon termination, any rights or obligations that by their nature should survive termination will remain in effect, including intellectual property rights, indemnifications, and dispute resolution provisions.

15. Disclaimers

The Platform and its content are provided “as is” and “as available” without any warranties or representations, express or implied. Paction disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Paction does not guarantee the accuracy, reliability, or completeness of any content or services provided on the Platform. You use the Platform at your own risk and are solely responsible for any consequences resulting from your use of the Platform.

Paction does not warrant that the Platform will be secure, uninterrupted, error-free, or free of viruses or other harmful components. You are responsible for implementing safeguards to protect your data and devices.

16. Liability

To the fullest extent permitted by law, Paction and its affiliates, officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your use of or inability to use the Platform.
• Any conduct or content of any third party on the Platform.
• Unauthorized access to or use of your information.
• Errors, inaccuracies, or omissions in the Platform or its content.

Paction's total liability for any claims arising out of or related to your use of the Platform will not exceed the amount you paid to Paction, if any, for accessing or using the Platform during the twelve (12) months preceding the claim.

17. Release

You agree to release and hold harmless Paction, its affiliates, officers, directors, employees, and agents from any and all claims, demands, damages, losses, liabilities, and expenses arising out of or in connection with:

• Your use of the Platform.
• Your interactions or transactions with other users.
• Any breach of these Terms by you or another user.
• Third-party actions, omissions, or content on the Platform.

If you are a resident of a jurisdiction that does not allow the release of certain claims, the above release may not apply to you, and you may have additional rights.

18. Indemnification

You agree to indemnify, defend, and hold harmless Paction, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Platform.
• Your violation of these Terms or applicable laws and regulations.
• Your violation of any third-party rights, including intellectual property, privacy, or publicity rights.
• Any User Content you submit, post, or share on the Platform.

This indemnification obligation will survive the termination of your use of the Platform and these Terms.

19. Dispute Resolution and Arbitration Agreement

Informal Resolution: Before initiating any legal action, you agree to contact Paction to attempt to resolve any disputes informally. You can contact us at support@paction.ca.

Arbitration Agreement: If informal resolution is unsuccessful, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform will be settled by binding arbitration, except for claims that qualify for small claims court. Arbitration will be conducted under the rules of the Canadian Arbitration Association.

Class Action Waiver: You agree to resolve disputes with Paction on an individual basis and waive your right to participate in a class action lawsuit or class-wide arbitration.

Exceptions: This arbitration agreement does not apply to claims for injunctive or other equitable relief related to the misuse of intellectual property rights or other proprietary rights.

20. Applicable Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, for the resolution of any disputes arising out of or related to these Terms or your use of the Platform.

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

21. Community Concerns and Feedback

Paction values your feedback and concerns about the Platform. If you have any questions, suggestions, or complaints, please contact us at feedback@paction.ca. We will review and address your concerns as promptly as possible.

By submitting feedback, you grant Paction a worldwide, perpetual, irrevocable, transferable, and royalty-free license to use, reproduce, modify, and distribute your feedback for any purpose, including improving the Platform and developing new features or services.

22. Copyright Policy

Paction respects the intellectual property rights of others and expects its users to do the same. It is our policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property laws. If you believe that any content on the Platform infringes your copyright, please provide a written notice to our designated copyright agent at copyright@paction.ca.

Your notice must include the following information:

• A description of the copyrighted work you claim has been infringed.
• The exact location of the allegedly infringing content on the Platform (e.g., a URL).
• Your contact information, including your name, address, telephone number, and email address.
• A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
• Your physical or electronic signature.

Paction reserves the right to remove or disable access to content alleged to infringe copyright without prior notice and at its sole discretion.

23. Corrections

Paction strives to ensure that the information provided on the Platform is accurate, complete, and up-to-date. However, there may be occasions where errors, inaccuracies, or omissions occur. Paction reserves the right to correct any errors, inaccuracies, or omissions and to update or change information on the Platform at any time without prior notice.

If you notice any errors or inaccuracies on the Platform, please report them to us atsupport@paction.ca. Your feedback helps us improve the quality of our services.

24. General Provisions

1. Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Terms constitute the entire Agreement between Paction and you pertaining to the subject matter hereof and supersede any and all prior oral or written understandings or agreements between Paction and you in relation to the access to and use of the Paction Platform.
2. Unless otherwise expressly stated herein, no joint venture, partnership, employment, or agency relationship exists between you and Paction as a result of this Agreement or your use of the Paction Platform.
3. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
5. Paction’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
6. You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without Paction's prior written consent. Paction may without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder, at its sole discretion. Your right to terminate this Agreement at any time remains unaffected.
7. Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement will be in writing and given by Paction via email, the Paction Platform notification, telephone, or other messaging service (including SMS). The date of receipt will be deemed the date on which Paction transmits the notice. For contractual purposes, you (i) consent to receive communications from Paction in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Paction provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
8. If you have any questions about these Terms, please email us or contact us at: Paction, Inc., Legal Department, 357 King Street West, Toronto, ON, Canada.