The Gist

We (the people behind Otonomy) are on a mission to remove the barriers for buying and selling small businesses within Canada by creating an unparalleled, online platform experience that will educate, facilitate and drive the successful transition of small business ownership.

These Terms of Service (“Terms”) describe our commitments to you, and your rights and responsibilities when using our services. Please read them carefully and reach out to us if you have any questions.

Terms of Service

These Terms govern your access to and use of otonomy.ca as well as all content and Otonomy Solutions Ltd. (Otonomy) products and services available at or through this website (collectively, “Services”).

These Terms also govern visitors’ access to and use of any websites that use our Services.

Our Services are offered subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Otonomy’s Privacy Policy), and procedures that may be published from time to time by Otonomy (collectively, the “Agreement”). You agree that we may automatically upgrade our Services, and the Agreement will apply to any upgrades.

Please read the Agreement carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to become bound by the Agreement. If you do not agree to all the terms of the Agreement, then you may not access or use our Services.

1. Who’s Who

Throughout these Terms, “you” applies to both individuals and entities that access or use our Services. If you are an individual using our Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Agreement and that by using our Service(s), you are accepting the Agreement on behalf of that entity.

2. Your Account

Where use of our Services requires an account, you agree to provide us with complete and accurate information when you register for an account. This is important because sometimes we may need to send you notable updates (for example, about changes to our Terms of Service or Privacy Policy), or we may want to let you know about and make informed choices in response to legal inquiries or complaints.

You will be solely responsible and liable for any activity that occurs under your account. You are responsible for keeping your account information up-to-date and for keeping your password secure.

You are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under your account and any other actions taken in connection with our Services. You shall not share or misuse your access credentials. You must immediately notify us of any unauthorized uses of your account, or of any other breach of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

When you create an Otonomy.ca account, we consider that to be an inquiry about our products and services, which means that we may contact you to share more details about what we have to offer. Don’t worry — if you aren’t interested in learning more, you can opt out of the marketing communication, whether it’s an email, phone call, or text message.

3. Minimum Age Requirements

Our Services are not directed to children. Access to and use of our Services is only for those who have reached the Age of Majority in the region in which they reside. If you are younger than this, you may not register for or use our Services. Any person who registers as a user or provides their personal information to our Services represents that they have reached the Age of Majority.

4. Responsibility of Visitors and Users

We have not reviewed, and cannot review, all of the content (such as, but not limited to, text, photo, or other materials) posted to our Services by users or anyone else (“Content”) and are not responsible for any use or effects of such Content. So, for example:

• We do not endorse any Content or represent that Content is accurate, useful, or non-harmful. Content could be offensive, indecent, or objectionable; include technical inaccuracies, typographical mistakes, or other errors; or violate or infringe the privacy, publicity rights, intellectual property rights (see our Copyright Infringement and DMCA Policy section to submit copyright complaints), or other proprietary rights of third parties.
• If you post Content, comment on a website, or otherwise make (or allow any third party to make) Content available on our Services, you are entirely responsible for the Content, and any harm resulting from, that Content or your conduct.
• We disclaim any responsibility for any harm resulting from anyone’s use, purchase, or downloading of Content. If you access or use any Content, you are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
• Any Content offered for sale through any of our Services are the seller’s sole responsibility, and you agree that you will look solely to the seller for any damages that result from your purchase or use of Content.
• We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and the provider of any Content.
• Please note that additional third party terms and conditions may apply to the downloading, copying, purchase, or use of Content.

5. Responsibility for Submission and Adminstration of Listings

We have not reviewed, and cannot review, all of the content (such as, but not limited to, text, photo, or other materials) posted to our Services as it relates to Listings and are not responsible for any use or effects of such Content. Users who post a for sale listing on our site agree to the following:

• That they hold or have obtained all the required licensing, permits and legal authority to market and sell the business(es) they are listing.
• Have Provided accurate and honest information about the business they are listing; and will maintain that information for the duration of the listing subscription.
• Are only list business(s) that are established and that have been in continuous operation for a minimum of one year; have an established revenue history; and can provide financial history to qualified buyers.
• Are not to submit through the Service any description, photograph, financial, contact or any other listing information to publish and advertise a business opportunity using the Service unless Customer has received all necessary rights, consents and/or authorizations from the appropriate parties, including, without limitation, photographers and/or copyright owners of any photographs.
• Are not to submit any image to Company which contains any misrepresentations or unsuitable, inappropriate or controversial content, or otherwise violates any terms of this Agreement.
• Are not to modify or edit an approved listing in an attempt to sell a different business entity than originally submitted.

6. Fees, Payment, Renewal and Cancellation

Fees for Paid Services. Post listings to sell a business requires a paid subscription (“Paid Services”). By using a Paid Service, you agree to pay the specified fees. We will charge you in regular automatically-renewing intervals (such as monthly, annually, or biennially) based on the plan you have selected, on a pre-pay basis until you cancel, which you can do at any time through your account or by contacting our support team. Please note your listing will be active until the end of your subscribed period unless you remove it. Also, no refunds will be given for subscriptions cancelled before the end of the subscription period.

Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees, or charges now in force or enacted in the future (“Taxes”). You are responsible for payment of all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we are obligated to pay or collect Taxes on the Fees you’ve paid or will pay, you are responsible for such Taxes, and we may collect payment for such Taxes.

Payment. If your payment fails or if Paid Services are otherwise not paid for or paid for on time, we may immediately cancel or revoke your access to the Paid Services. If you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services, we may revoke your access to our Services in general.

Automatic Renewal. To ensure uninterrupted service, recurring Paid Services are automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any Taxes). By default, your Paid Services will be renewed for the same interval of time as your original subscription period. For example, if you subscribe to a 3 month plan we will charge you for another 3 month plan at the end of the first unless you modify or cancel your subscription in advance. We may charge your account up to one month before the end of the subscription period. It is your responsibility to make sure you are checking your email (including any spam or other filters) in order to receive any reminder email we send to you in advance of renewal. The date for the automatic renewal is determined automatically based on the date of the original purchase and cannot be changed. You can view your renewal date by visiting the subscriptions tab on your Profile. For more information about how Otonomy subscriptions work, please see our Pricing support page.

Cancelling Automatic Renewal. You can manage and cancel your Paid Services via your profile. Click on the subscription you wish to cancel, then follow the instructions to “cancel the subscription”. You must repeat this process for each subscription you wish to cancel.

Refunds. While you may cancel a Paid Service at any time, refunds are issued at our sole discretion, unless otherwise required by applicable law.

7. Payment Processing & Credit Card Information

Otonomy uses Stripe Payments Canada (Stripe) as our sole payment processor. Otonomy transmits credit card data to Stripe via Stripe’s secure Application Programming Interface (API), and we have implemented Stripe’s best practices to ensure the safe transmission of that data. Otonomy stores no “Account Data” or “Sensitive Authentication Data” as defined by Payment Card Industry (PCI) Standards and instead has that data stored with Stripe. You can read more about Stripe’s PCI policies here. You can find information about the PCI Standards on the PCI Council’s website.

8. General Representation and Warranty

You represent and warrant that your use of our Services:

• Will be in strict accordance with these Terms;
• Will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, and the transmission of technical data exported from Canada or the country in which you reside);
• Will not use the Services for any unlawful purposes, to publish illegal content, or in furtherance of illegal activities;
• Will not infringe or misappropriate the intellectual property rights of any third party;
• Will not overburden Otonomy’s systems, as determined by us in our sole discretion;
• Will not disclose sensitive personal information of others;
• Will not be used to send spam or bulk unsolicited messages;
• Will not interfere with, disrupt, or attack any service or network; and
• Will not be used to create, distribute, or enable material that is – or that facilitates or operates in conjunction with – malware, spyware, adware, or other malicious programs or code.

9. Specific Service Terms

Otonomy.ca’s basic service is free, and we offer paid plans for business owners, or their agents, to list businesses for sale. You own all content you post to your profile and/or listing. However, be responsible in what you publish. In particular, make sure that none of the prohibited items (like spam, viruses, or serious threats of violence) appears in your content.

If you find a listing or a user who you believe violates these Terms, please visit our dispute resolution and reporting page.

License. By submitting Content to Otonomy for inclusion on your Profile or Listing, you grant Otonomy a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt, and publish the Content solely for the purpose of displaying, distributing, and promoting your content. This license also allows Otonomy to make any publicly-posted Content available to third parties selected by Otonomy so that these third parties can analyze and distribute (but not publicly display) the Content through their services. You also give other Otonomy users permission to share your listing on Social Media sites (such as Twitter and Facebook) so long as they use only a portion of your post and they give you credit as the original author by linking back to your listing (the social media sharing function on Otonomy.ca does this automatically!).

Removing Content. If you delete Content, we will use reasonable efforts to remove it from public view, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Prohibited Uses. By using Otonomy.ca, you represent and warrant that your Content and conduct do not violate the User Guidelines.

10. Copyright Infringement and DMCA Policy

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. If you believe that material located on or associated with an Otonomy product or service violates your copyright, please notify us via email or by submitting a request to our support team. We will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. We will terminate a visitor’s access to and use of the website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Otonomy or others. In the case of such termination, we will have no obligation to provide a refund of any amounts previously paid to us.

11. Intellectual Property

The Agreement does not transfer from Otonomy to you any Otonomy or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Otonomy. Otonomy.ca, the Otonomy logo, and all other trademarks, service marks, graphics, and logos used in connection with Otonomy.ca or our Services, are trademarks or registered trademarks of Otonomy Solutions Ltd. or Otonomy’s licensors. Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any Otonomy or third party trademarks.

12. Changes

We are constantly updating our Services and that means sometimes we have to change the legal terms under which our Services are offered. These Terms may only be modified by a written amendment signed by an authorized executive of Otonomy, or by the posting by Otonomy of a revised version. If we make changes that are material, we will let you know by posting on one of our blogs, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period, or once the changes become effective. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.

13. Termination

We may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. We have the right (though not the obligation) to, in our sole discretion, (i) reclaim your account due to prolonged inactivity, (ii) refuse or remove any content that, in our reasonable opinion, violates any Otonomy policy or is in any way harmful or objectionable, (iii) ask you to make some adjustments, or terminate your Services, or (iv) terminate or deny access to and use of any of our Services to any individual or entity for any reason. We will have no obligation to provide a refund of any amounts previously paid.

If you wish to terminate the Agreement or your Otonomy.ca account, you may simply discontinue using our Services, or, if you are using a paid service, you may cancel at any time, subject to the Fees, Payment, and Renewal section in these Terms.

All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14. Disclaimer of Warranties

Our Services are provided “as is.” Otonomy and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Otonomy, nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.

15. Jurisdiction and Applicable Law

Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of the state of British Columbia, Canada, excluding its conflict of law provisions. The proper venue for any disputes arising out of or relating to the Agreement and any access to or use of our Services will be the state and federal courts located in Vancouver, British Columbia.

16. Limitation of Liability

In no event will Otonomy, or its suppliers or licensors, be liable with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed $50 or the fees paid by you to Otonomy under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. Otonomy shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

17. Indemnification

You agree to indemnify and hold harmless Otonomy, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement, Content that you post, and any financial activities conducted through your or another user’s profile or listing.

18. Miscellaneous

The Agreement constitutes the entire agreement between Otonomy and you concerning the subject matter hereof. If any part of the Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

You may assign your rights under the Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Otonomy may assign its rights under the Agreement without condition. The Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Change Log

*Portions of these terms have been adapted under a Creative Commons Sharealike licence from Automattic.com. We appreciate their willingness to share with the world at large!