Terms & Conditions

LAST UPDATED: April 10, 2022

PHIL TERMS AND CONDITIONS

Please read these Terms and Conditions (the "Agreement") carefully. Your access to or use of the Services (as defined below) constitutes your agreement to be bound by this Agreement.

This Agreement is between you and Get Phil Inc. (“Phil”, "we" or "us") concerning your access and/or use of our services, which may include websites, software applications, mobile sites and social media pages (collectively, the "Services."). The Services provide access to listings, which are sites that are available to receive or offer various soils, aggregates and other materials (“Listings”).

Acceptance of Agreement. By accessing or using the Services, or by installing, copying or downloading any software that comprises a Service (such as an application) or that is made available through any Service, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Services. We may revise this Agreement from time to time in our sole discretion and provide you with notice of such change by any reasonable means, including by making available the revised version of this Agreement through the Services. You should periodically visit this page to review the then-current version of the Agreement. The "LAST UPDATED" legend at the top of this page indicates when this Agreement was last revised. Your continued access to or use of the Services following any changes will signify your acceptance of such changes and your agreement to be bound by them.

You acknowledge and agree that your use of the Services is subject to Phil’s privacy policy (which can be accessed at https://help.getphil.app/privacy-policy/).

NO WARRANTY: We provide a technological platform that seeks to provide more efficient and user-friendly way to exchange information about Listings. We do not undertake any due diligence on the persons using the Services or materials that are uploaded to or through the Services. We do not recommend Listings, and we do not provide advice. We do not provide any assurances that the soil, aggregates or other materials advertised in Listings are free of contaminants or otherwise comply with the requirements of applicable law or that the information contained in any soil or other compliance report uploaded to or available through the Services is accurate or error free. We do not provide forms of agreement or help negotiate or advise on appropriate agreements or terms for transactions. You must ensure you have your own professional advisors to review and assist you in making appropriate decisions. Users of the Services are entirely responsible for reviewing, considering, and making decisions on Content (as defined below) and information they see and receive through the Services. 

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PHIL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. PHIL DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PHIL OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION. BY USING THE SERVICES, YOU AGREE TO INDEMNIFY AND HOLD PHIL, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR YOUR USE OF THE SERVICES.  

Scope of License. If you access the Services via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in this Agreement. You may not copy (except as expressly permitted by this Agreement), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Services). Any attempt to do so is a violation of the rights of Phil and its licensors. If you breach this restriction, you may be subject to prosecution and damages. The terms of this Agreement will govern any upgrades provided by Phil that replace and/or supplement the original Services, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. Phil reserves all rights in and to the Services not expressly granted to you under this Agreement.  

Apple and Android Devices. The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services: (a) the license granted to you for our mobile application is limited to a non-transferable license to use the Services on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (b) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in this Agreement or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (c) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (d) you represent and warrant that (i) you are not located in a country that is subject to a Canadian or U.S. government embargo, or that has been designated by the Canadian or U.S. government as a “terrorist supporting” country and (ii) you are not listed on any Canadian or U.S. government list of prohibited or restricted parties; (e) you must comply with applicable third-party terms of agreement when using the mobile application; and (f) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in this Agreement, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in this Agreement against you as a third-party beneficiary thereof.

Account Registration. You may be required to register to use all or part of the Services. You agree that all information that you provide to us is true, accurate and complete and that you will maintain and update such information as necessary. We may reject, or require that you change, any registration or other information that you provide to us. Your account is for your personal use only, and your registration information should be kept confidential. You are responsible for any use or misuse of your account, and you must promptly notify us of any confidentiality breach or unauthorized use of your registration information or account. You agree not to transfer your registration information or lend or otherwise transfer your use of or access to the Services, to any third party. 

Paid Services. You may elect to purchase additional features and/or functionality for the Services. You agree to pay for all fees associated with purchases made through the Services within thirty (30) days from the invoice date without set-off or deduction. All fees are non-refundable and non-cancellable. If you fail to make any payment when due, without limiting our other rights and remedies: (i) we may charge interest on the past due amount at the rate of eighteen percent (18%) per annum or, if lower, the highest rate permitted under applicable law; (ii) you agree to reimburse us for all reasonable costs incurred by us in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) we may suspend access to any portion or all of the Services until such amounts are paid in full.

All fees and other amounts payable under this Agreement are exclusive of taxes and similar assessments. You are responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable hereunder, other than any taxes imposed on Phil's income.

Personal Information/Data

1. Data/Personal Information Transmission. The nature of the Services involves the transmission of data. Although you retain copyright and any other rights you already hold in or to any information (such as photographs, videos or other images, written text, audio files or other sounds) which you submit, post or display on or through, the Services (collectively, “Content”), by submitting the Content you give Phil a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, act on and distribute such Content for purposes consistent with the intended use of the Services. In addition, when you use the Services and if you have enabled ‘location services’ permission for the Services, the Services automatically transfers location data to Phil.
2. Compliance with Laws. By submitting Content, you represent and warrant that you own or have the necessary rights to submit the Content and to grant the above license and that you will comply with all applicable laws, including privacy laws, when uploading, sharing, or posting User Content. 
3. Consent to Use of Data. You agree that Phil may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Services. Phil may use the information provided, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. 
4. Storage of Data and Flow of Data Through Communication Channels. The Content may be stored on cloud servers located in the United States. In such instance, the Content and access thereto shall be governed by the laws of the United States which may be different than those in Canada, including additional access rights of government institutions to the Content. Given the communication channels inherent in data flow, Content may flow through communication channels and our communication partners (such as Amazon Web Service) servers in connection with the provision of the Services. You understand that, in performing the required technical steps to provide the Services to our users, we may, (i) transmit or distribute Content over various public networks and in various media; and (ii) make such changes to Content as are necessary to conform and adapt Content to the technical requirements of connecting networks, devices, services or media. You agree that this Agreement shall permit Phil to take these actions.

Termination and Suspension of Agreement/Services. Phil reserves the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Phil be liable for the removal of or disabling of access to any such Services. Phil may also impose limits on the use of or access to such Services, in any case and without notice or liability. This Agreement is effective until terminated by you or Phil. Your rights under this Agreement will terminate automatically without notice from Phil if you fail to comply with any provision in this Agreement. Upon termination of this Agreement, you shall cease all use of the Services. Phil reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time. While Phil may attempt to provide notice to you of the termination, there may be instances where such notice of termination is not reasonably possible. Phil will not be liable to you or to any third party should Phil exercise such right to termination in the aforementioned manner.   

Third Party Materials. The Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that neither Phil, nor any third party is responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of Third Party Materials or web sites. You agree that Phil and its’ officers, affiliates and subsidiaries do not warrant or endorse, and will not have any liability or responsibility to you or any other person for Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.

Acknowledgement of Certain Limitations. You acknowledge that, (a) you will not receive any notifications from the Services if your device is turned off, in airplane mode, or is outside of cellular or Wi-Fi service range; (b) any notifications from the Services may be incomplete or inaccurate; (c) any guidance provided by the Services may not be suitable for your situation; (d) you must use your reasonable personal judgment to determine the appropriate action to take upon receiving a notification from the Services; (e) we have the right to report all false or inappropriate reports and/or potentially fraudulent, dangerous or illegal use of the Services to law enforcement and we will cooperate fully with law enforcement in investigating the use of the Services; and (g) filing false reports or otherwise misusing the Services may lead to civil and/or criminal prosecution.

Location data provided by the Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, or incomplete location data may lead to death, personal injury, property damage, or environmental damage. Neither Phil nor any of its providers, guarantee the availability, accuracy, completeness, reliability, or timeliness of information or location data displayed by the Services.

Inappropriate Use of the Services. You agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party. You further agree not to use the Services for any illegal purposes or in any manner that is contrary to the law. Phil is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using the Services.

Access Locations. In addition, the Services are not available in all languages or in all countries or regions. Phil makes no representation that the Services are appropriate or available for use in any particular location. To the extent you choose to use or access the Services, you do so at your own initiative and risk, and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Phil reserves the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Phil be liable for the removal of or disabling of access to any such Services. Phil may also impose limits on the use of or access to the Services, in any case and without notice or liability.

Limitation of Liability. The Services are provided to you for free. IN NO EVENT SHALL PHIL BE LIABLE TO YOU FOR ANY DAMAGES, EXPENSES OR INJURIES SUFFERED, DIRECTLY OR INDIRECTLY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL WHATSOEVER ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF PHIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Phil’s total liability to you for all damages (other than as may be required by applicable law) exceed the amount of $100.00. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Intellectual Property Rights & Protection. Phil respects the intellectual property of others and requires that users of the Services do the same. You agree that the Services contain proprietary content, information and material that is owned by Phil and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever or in any manner that is inconsistent with the terms of this Agreement or that infringes any intellectual property rights of a third party except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. When you use the Services, you may not upload, store, share, display, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. In appropriate circumstances, Phil will terminate the accounts of repeat infringers.  

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding its conflict of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 

Entire Agreement. This Agreement constitutes the entire agreement between you and Phil relating to the Services and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by Phil.  

Contact Us. If you have any questions or comments with respect to the Services, please contact Phil at: info@getphil.app.

51477312.2