Check-Out Planning Services Ltd.
INTRODUCTION AND DEFINITIONS
you ("user", “you” or "your") and Check-Out Planning Services Ltd. (“Check-Out”, "our", “us” or “we”). These
"Content" means, collectively, User Generated Content (as defined below), ideas, text, comments, files, records,
video, audio, images, graphics, designs, drawings, copyrights, information, data, software, tasks, activities,
including but not limited to the design, structure, selection, coordination, expression, "look and feel" and
arrangement of such Content, as well as any and all accompanying records, files, digital or other online materials
or records and any and all copies of all such digital media content and software programs and materials and any
intellectual property therein, any of which may be created, submitted or otherwise made accessible on or through
the Site and/or Services.
“Services” means all services made available by Check-Out Planning Services Ltd., including but not limited to
Check-Out Planning Services Ltd., including services accessed through the Content or the Site; and
“Site” or “Portal” means this site, www.checkoutplan.com, its related webpages, sites, sub-domains and Check-
Out’s mobile applications.
"User Generated Content" means any content whatsoever that a user, including you, submits, creates, uploads,
transfers, or otherwise makes available by access to the Site or through the Services, including but not limited to
messages, information, images, data, video, audio or other content posted in any area within the Site or through the
ACCEPTANCE OF TERMS AND CHANGES AND REVISIONS
Content or Services.
hereby acknowledge the receipt and sufficiency of such consideration.
Hardware, Software and Connectivity
You are responsible for providing all equipment and software, necessary to connect to the Site and access the
Content and Services, and you are responsible for any fees, including internet connection, mobile data services and
similar third party fees that you incur when accessing the Site.
Check-Out reserves the right, acting in its sole discretion and with or without prior notice to you, to do any of the
(a) modify, suspend or terminate operation of, or access to, any portion, features or functions of the Site,
Content or Services including, but not limited to, hours of availability, geographical availability and
applicable policies or terms;
(b) make changes to the equipment, hardware or software required to use and access the Site, Content or
(c) interrupt the Site, Content or Services, or any portion thereof, as necessary to perform routine or non-
routine maintenance, error correction or other modifications.
Updates and Discontinuance of Site or Services
You acknowledge and agree that the Site, Content and Services are under continual development and may include
patches or updates or both, which are generally available to all users. You further acknowledge and agree that you
may be required to accept patches and updates to the Site or Services or both from time to time in order to continue
to access the Site, Content or Services and your related Account(s) (as defined below). You acknowledge and agree
that Check-Out may update, modify, patch or discontinue any aspect of the Site, Content or Services, by remotely
installing updates and patches or otherwise, without your consent or approval and with or without prior, or any,
provide updates or modifications or to continue to provide particular Content or Services.
You acknowledge that it may be necessary for you to update or upgrade third party software, hardware or devices
from time to time in order to continue to access and use the Site, Content or Services and your related Account(s).
Check-Out reserves the right to modify or increase the system specifications necessary to access and use the Site,
Content or Services at any time and without notice and you are responsible for purchasing any necessary additional
equipment, systems or services in order to continue to access and use the Site, Content or Services or your related
Account(s) in the event of any change in the system specifications.
Check-Out reserves the right, at any time and without notice or liability to you, to update, modify or reset certain
parameters of the Site or Services any of which may impact features under your control or associated with your
Laws and Regulations
Your access to and use of the Site, Content or Services is subject to all applicable international, federal, provincial
and local laws and regulations.
USE OF SERVICES AND YOUR ACCOUNT
Your Account and Security
In order to access and use the Site, Content or Services Check-Out will provide you with an account (the
You are responsible for protecting the confidentiality of your Account Information, and for restricting access to your
computer or device, and you agree to accept responsibility for all activities that occur under your Account whether
or not such activities have been authorized by you. You are not permitted to share your Account(s) or login
information or to allow any other person to access to your Account(s). You agree to notify us immediately if you
suspect or become aware of any unauthorized use of your login information or your Account(s), or any other
security breach involving your Account(s) or the Site or Services at Check-Out. We are not responsible for any
unauthorized access of your Account(s) or login information even if you have advised us of such. Check-Out strives
to ensure the security of users’ data, User Generated Content and Accounts, however, we cannot guarantee that
unauthorized third parties will not circumvent our security measures.
Accessing your Account(s)
Each time that you log into and access an Account, you represent and warrant that:
(a) you are the person for whom Check-Out set up the Account;
(b) all of the personal information registered in connection with the Account is current, complete and accurate;
(c) you are accessing the Site, Content and using the Services solely for lawful purposes, in strict compliance
(d) you are not accessing the Site, Content or Services for any commercial purposes;
(e) you are not, and are not acting on behalf of, any competitor or prospective competitor of Check-Out or its
affiliates or subsidiaries;
(f) you are not accessing the Site, Content or Services for the purposes of any dispute or litigation involving
(g) you are not accessing the Site, Content or Services for any illegal purpose or to advertise, solicit or
communicate with other users for any personal or commercial purpose.
Service Monitoring and Suspension
Check-Out may monitor, terminate or suspend your Account or our Services at any time.
Check-Out may immediately, and without prior notice, terminate your ability to access each or both of the Site or
Services or portions thereof for any reason including, without limitation: (i) if you violate or otherwise fail to strictly
potentially created risk or legal exposure for Check-Out; or (iii) in response to requests by law enforcement or other
government agencies. Upon termination of your access to the Site or Services or portions thereof for any reason,
you must cease use of your Account(s), cease accessing the Site and Services and promptly destroy all electronic
and other copies of all Content, including all related documentation.
that we shall not be liable to you or any third-party for any termination or suspension of your Account, your access
to the Site or Services or for the removal of any of Content uploaded or contributed by you to the Site.
Consent to Receive Communications
You consent to receive communications from Check-Out either in the form of email sent to you at the email address
on file with Check-Out, calls or text messages to you at the telephone number on file with Check-Out, by
communications posted on the Site or through the communication facilities of the Site. You acknowledge and agree
that any electronic communication in the form of such email or test, or through or by posting on the Site shall satisfy
any legal requirement that such communication be in writing.
With an Account, you may receive communications regarding the operations of our Services. You cannot opt out of
receiving these communications while you continue to use our Services.
The Site may be available through certain mobile devices. You acknowledge and agree that Check-Out is not
responsible for ensuring that your mobile device’s software is compatible with the Site or that you can use or access
the Site, Content or the Services through your mobile device.
Text and Mobile Messaging Consents
You agree that we may communicate with you regarding our Site or Services or respond to your communications to
us through the Services by SMS, MMS, text message, or other electronic means directed to your device.
User Access and Rights
We hereby grant you a personal, non-exclusive, non-transferable, non-sub-licensable, revocable license to access
and use the Site, Content and Services solely in object code format and solely for lawful purposes. With respect to
any open source or third-party code that may be incorporated in Site, Content or Services, such open source code is
covered by the applicable open source or third-party end user license agreement, if any, authorizing use of such
code. You may not disassemble, decompile, reverse-engineer, modify, transform, otherwise translate, or attempt to
gain unauthorized access to the source code, or allow any other party or person to do the same;
INFORMATION COLLECTION, OWNERSHIP AND USE
sets out how, why, to what extent and for how long Check-Out collects, uses and retains your personal and non-
as amended from time to time, is available by selecting the Privacy link on the Site.
Transmission of Personal Data
You should be aware that Linked Sites (defined below) may contain transmission of personal data provisions and be
of, or for the storage, handling or transmission practices or treatment of your personal information by Linked Sites
and expressly disclaims any and all liability related thereto.
CONTENT OWNERSHIP AND USE
Trademarks, Logos and Check-Out’s Branding
The trademarks, logos, signs, symbols, images and brands (“Marks”) displayed on the Site are the property of
Check-Out or our partners and third party licensors. You are prohibited from using any Marks for any purpose
including, but not limited to, use as metatags on other pages or sites on the Internet without the written permission of
Check-Out or such third party which may own the Marks, which permission may be withheld in the sole discretion of the owner of the relevant Marks. All Content available on or through the Site or Services is protected by
intellectual property laws. You are prohibited from modifying, copying, distributing, transmitting, displaying,
publishing, selling, licensing, creating derivative works or using any Content for commercial purposes or in
Suggestions and Feedback
You agree that any and all creative ideas, concepts, notes, drawings, suggestions, feedback or other information that
you may provide to Check-Out whether solicited or unsolicited, as a user or otherwise, ("Feedback") will be owned
by Check-Out, without providing compensation to you or any other person and without any liability whatsoever,
including all intellectual property rights therein and you hereby irrevocably assign all intellectual property rights
throughout the world and in perpetuity in and to the Feedback to Check-Out and irrevocably waive all moral rights
you may have therein. Upon request from Check-Out’s and at Check-Out’s expense, you will fully cooperate and
assist with, execute and deliver all further documents to enable Check-Out to document, acquire, apply for,
prosecute, perfect or enforce any intellectual property rights in the Feedback. If for any reason Check-Out is unable
to secure any necessary documentation from you to effect the foregoing further assurances, then you irrevocably
designate and appoint Check-Out and its duly authorized officers and agents as agent and attorney in fact, to act for
and on your behalf for the purpose of documenting, acquiring, applying for, prosecuting, perfecting or enforcing
such intellectual property rights in the Feedback.
Feedback may be communicated on the Check-Out feedback system.
User Generated Content Retention
Following termination of your Account, or if you remove any User Generated Content from the Services, we may
retain your User Generated Content indefinitely for backup, archival, or audit purposes, or as otherwise required or
permitted by law. Furthermore, Check-Out and its users may retain and continue to use, store, display, reproduce,
share, modify, create derivative works, perform, and distribute any of your User Generated Content that otherwise
has been stored or shared through Check-Out. Accordingly, the license to your User Generated Content below
the Privacy link on the Site.
Limited End User License
exclusive, personal, non-transferable license, without the right to sublicense, to access and use the (i) Site, (ii)
Content, and (iii) Services which you have downloaded, installed or subscribed for, as applicable, a single computer,
mobile device or media platform (the "License"). You shall not acquire any ownership rights in the Content or in
either directly or indirectly, own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, transmit,
modify, adapt, enhance, improve, create any derivative works from the Site, Content or Services, disclose any part
or feature of the Site, Content or Services that Check-Out as not publicly disclosed, or to display, distribute, publicly
perform or any other way exploit, the Site, Services or the Content in whole or in part. You acknowledge and agree
that we may modify, suspend or remove any Content or features of the Site, or Services at any time.
End-User License Term
earlier date of your or Check-Out’s suspension or termination of your Account. Your License shall terminate
immediately, automatically and without notice if you attempt to circumvent any technical protection measures used
Grant of License in User-Generated Content to Check-Out
In exchange for your access to and use of the Site, Content or Services, and to the extent that your User Generated
Content gives rise to any copyright or other intellectual property right, you hereby grant Check-Out an exclusive,
perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to exploit your User
Generated Content in Check-Out. You hereby irrevocably waive your moral rights to any and all content or assets,
arising from or connected with such rights, by you and other users in connection with the Site, Content or Services
under applicable law. The license granted to Check-Out hereunder and the waiver of moral rights above will survive
CONFIDENTIALITY AND NON-DISCLOSURE
You shall treat all knowledge and information, not already available to the public, which you acquire, have acquired,
or will acquire by accessing or using the Site, Content or Services as strictly confidential. Such knowledge and
information shall not either directly or indirectly be used, disclosed, or made accessible to any other person or for
any purpose, except in the ordinary course of your duties with Check-Out. No disclosures of such confidential
information shall be made outside of those you are authorized to make in the regular and ordinary course of your
duties unless and until you receive prior written permission of Check-Out’s privacy officer, or delegate, to make
INTELLECTUAL PROPERTY RIGHTS
Violation of Third Party Rights
You represent and warrant that all content of any kind that is uploaded to or transmitted through the Site, Content or
Services will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret,
copyright, trade-mark, trade dress, patent, privacy, confidentiality or other personal or proprietary rights of any such
third parties. Check-Out may terminate the privileges of any user who utilizes the Site, Content or Services to
unlawfully publish, transmit, link or otherwise provide access to copyrighted material without a valid license, the
express consent of the copyright owner or a fair dealing or fair use exemption (or equivalent under applicable law)
and the user shall have the burden of establishing the same to the satisfaction of Check-Out in its sole discretion.
LINKED SITES AND THIRD PARTY SERVICES
Check-Out prohibits caching and posting unauthorized hypertext links to the Site and the framing of any Content
available through the Site. Check-Out reserves the right to disable any unauthorized links or frames and specifically
disclaims any responsibility for the Content available on any other Internet sites linked to the Site. Access to any
Linked Sites is at your own risk. You should be aware that Linked Sites may contain rules and regulations, privacy
provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from
the those provided on the Site. Check-Out is not responsible for the policies, practices, condition and operation of
any Linked Sites, and expressly disclaims any and all responsibility and liability to you if you access or use a Linked
WARRANTIES AND LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ALL CONTENT AND SERVICES ON
OR THROUGH THE SITE, CONTENT OR SERVICES ARE PROVIDED TO YOU “AS IS” AND "AS
AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SUITABILITY, SECURITY OR ACCURACY.
Limitation of Liability for Use of the Site, Content and Linked Sites
THE CONTENT AND SERVICES PUBLISHED ON THE SITE, OR INCLUDED IN THE CONTENT OR
SERVICES, MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAWS, CHECK-OUT EXPRESSLY DISCLAIMS ANY LIABILITY
FOR SUCH INACCURACIES OR ERRORS. CHANGES ARE PERIODICALLY MADE TO THE
INFORMATION ON THE SITE OR CONTAINED IN THE CONTENT OR SERVICES. CHECK-OUT MAY
MAKE IMPROVEMENTS OR CHANGES TO THE SITE, CONTENT OR SERVICES AT ANY TIME.
YOU AGREE THAT CHECK-OUT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL
NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, EQUITY OR UNDER ANY
OTHER LEGAL THEORY, FOR ANY LOSS, OR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL,
INCIDENTAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF
PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION
WITH THE USE OF THE SITE, CONTENT OR SERVICES, OR FOR ANY DELAY OR INABILITY TO USE
THE SITE, CONTENT OR SERVICES, EVEN IF CHECK-OUT IS MADE AWARE OF THE POSSIBILITY OF
SUCH INJURY, LOSS, OR DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT
LIMITED TO, THE TRANSMISSION OF ANY VIRUSES, MALWARE OR MALICIOUS SOFTWARE WHICH
MAY INFECT A USER’S EQUIPMENT OR DEVICES, FAILURE OF THE CONTENT OR SERVICES TO BE
COMPATIBLE WITH YOUR HARDWARE OR SOFTWARE, FAILURE OF MECHANICAL OR
ELECTRONIC EQUIPMENT OR COMMUNICATION OR INTERCONNECT LINES OR FIBER, OR OTHER
CONNECTIVITY PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER),
UNAUTHORIZED ACCESS, THEFT, LOSS OF DATA, OPERATOR ERRORS, STRIKES, LOCKOUTS OR
OTHER LABOUR RELATIONS DISPUTES OR ANY FORCE MAJEURE EVENT. CHECK-OUT CANNOT
AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR FREE OR SECURE ACCESS
TO THE SITE, CONTENT OR SERVICES.
HOWEVER, IF WE ARE FOUND LEGALLY RESPONSIBLE TO YOU FOR ANY LOSSES YOU MAY HAVE
SUFFERED ARISING IN CONNECTION WITH YOUR ACCESS TO AND USE OF, OR INABILITY TO
ACCESS OR USE THE SITE, CONTENT OR SERVICES, THEN THE TOTAL LIABILITY OF CHECK-OUT
FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING
LEGAL FEES) WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE),
EQUITY OR UNDER ANY OTHER LEGAL THEORY, RELATED TO YOUR USE OF, OR THE INABILITY
TO USE, THE SITE, CONTENT OR SERVICES SHALL BE TEN ($10) DOLLARS.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS CHECK-OUT AND ITS
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ADMINISTRATORS AND ASSIGNS
(THE "INDEMNIFIED PARTIES") FROM AND AGAINST ALL LIABILITIES, CLAIMS, ACTIONS, CAUSES
OF ACTION, COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS
AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY
ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE
INDEMNIFIED PARTIES MAY SUFFER OR INCUR IN CONNECTION WITH ANY CLAIM ARISING OUT
OR MISUSE OF THE SITE, CONTENT OR SERVICES, INCLUDING BUT NOT LIMITED TO YOUR USE OR
MISUSE OF ANY LINKED SITES AND (IV) YOUR VIOLATION OF ANY LAW OR THIRD PARTY RIGHTS.
WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS SECTION WE
RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME
THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN
INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT. YOU AGREE NOT TO
SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST
OBTAINING OUR EXPRESS APPROVAL.
You agree and acknowledge that Check-Out may, in its sole and absolute discretion and without prior notice to you,
terminate or suspend your access to the Site and Services, or any portion thereof, and cancel your Account if Check-
Site, Content or Services violates the rights of any third party or any applicable laws. In addition to the foregoing,
Check-Out reserves the right to pursue all remedies available at law and in equity for violations of these Terms of
Use, including but not limited to the right to block access from a particular Internet address to the Site. You agree
you and, without limiting any of Check-Out's other remedies, you hereby consent to, and authorize Check-Out to
obtain, an injunction or other equitable relief from any court of competent jurisdiction. You further authorize
Check-Out to disclose your personally identifiable information where reasonably necessary in connection with the
associated Account(s) and destroying all electronic and other copies of all related Content, including related
Site, Content or Services if you violate or otherwise fail to strictly comply with any term or provision of these Terms
accessing the Site, Content and Services and promptly destroy all electronic and other copies of the Content,
including all related documentation and cooperate with Check-Out in taking all measures Check-Out deems
necessary to retrieve, preserve and protect any Check-Out Confidential Information disclosed to you and which was
the subject of an unauthorized disclosure
any policy or guarantee referred to herein, or the breach, termination, enforcement, interpretation or the validity
thereof, or the use of the Site, Content or Services (collectively, the “Disputes”) will be settled by binding
arbitration, except that each party retains the right to (i) bring an individual action in the British Columbia Provincial
Court (Small Claims Division) if the action is within the jurisdiction of that court and (ii) seek injunctive or other
equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation,
or violation of a party’s copyrights, trademarks, trade secrets, patents, confidential information or other intellectual
property or proprietary rights. You acknowledge and agree that you and Check-Out are each irrevocably waiving
the right to participate as a plaintiff or a class member in any purported class action or similar representative
proceeding. Further, unless you and Check-Out expressly agree in writing, the arbitrator may not consolidate more
than one person’s claims and may not otherwise preside over any form of class or representative proceeding. This
Any arbitration to be conducted pursuant to this “Dispute Resolution” section shall be conducted before a single
arbitrator in accordance with the rules of the British Columbia International Commercial Arbitration Centre for
Domestic Disputes. The venue of the arbitration shall be Vancouver, British Columbia, Canada.
The servers used for hosting the Personal Information collected from you in your use of this Site are resident in
Canada, where “Personal Information” has the meaning ascribed to that term in the Personal Information Protection Act (British Columbia), as the act may be amended from time to time. By electing to access this Site, Content or
Services from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the
Site, Content or Services is in compliance with all laws applicable within that other jurisdiction. Check-Out makes
no representation that the Site, Content or Services are appropriate or available for use in jurisdictions outside of
Canada. You are not permitted to access the Site, Content or Services from any jurisdiction in which the Content is
illegal or accessing the Site, Content or Services is illegal. You may not use, export or re-export any materials from
this Site, Content or Services in violation of any applicable laws or regulations.
with the laws of the Province of British Columbia, together with the federal laws of Canada applicable therein,
Waiver and Severability
by any court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the
shall be cumulative.
You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except
with the prior express written consent of Check-Out, which consent may be withheld in Check-Out ’s sole
discretion, and any attempted assignment in violation of the foregoing is void. Check-Out may assign any or all of
its rights and obligations hereunder to an affiliate, subsidiary or a successor entity that results from reincorporation,
merger, consolidation, sale, or other similar transaction or reorganization of any kind of Check-Out with or into
such purchaser or successor entity.
executors, administrators, successors and permitted assigns.
control of Check-Out , including without limiting the foregoing where the delay or failure is due to fires or fire
related hazards, explosions, power outages or interruptions, brownouts, internet service provider failure or delay,
cyber-attacks, earthquakes, floods, spills, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes,
lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common
carriers, or other similar events which cannot reasonably be foreseen or provided against.
Any notices or other communications permitted or required hereunder, including but not limited to modifications to
email (in each case to the email address provided by Check-Out to you for your Account(s)) or (ii) by posting to
the Site. Notice delivered by email will be deemed to have been received on the date on which such notice is
constitute the entire agreement between the parties concerning the subject-matter hereof and supersede and replace any and all prior oral or written understandings or agreements between you and Check-Out regarding the Site, Content and the Services.