Hummingbird policies
Terms and Conditions
Last Updated: July 15, 2024
These Terms and Conditions constitute a legally binding agreement (the “Terms”) between you and Sponge Design Inc., (“Sponge,” “we,” “us,” or “our”) that governs your access to and use of (i) the Hummingbird App website located at https://sponge.design/hummingbird, (ii) the Hummingbird mobile application (“App”), (iii) how-to materials made available through the App ((i) through (iii), collectively, the “Hummingbird Platform”). Your access to and use of the Hummingbird Platform are expressly conditioned on your acceptance of these Terms. Any references to “you” or “your” in these Terms will mean the person using the Hummingbird Platform in any manner, and each of your heirs, assigns, or successors.
The Hummingbird Platform serves as a hub where users (“Users”) can request or offer (i) intervention help and/or (ii) biohazard clean-up (collectively, referred to as “Outreach Support“) to address conflicts and/or concerns involving individuals experiencing distress due to homelessness, substance use, and/or mental health issues (“Clients“) at a specific location. Users who request such Outreach Support are “Help Seekers” and Users who accept and fulfill such requests by providing Outreach Support are “Outreach Workers,” employed by local social service providers (“Service Providers”). As the provider of the Hummingbird Platform, Sponge does not own, control, offer or manage any services related to the Outreach Support. Sponge is not a service provider, government agency, or insurer. Sponge is not acting as an agent in any capacity for any Users.
Please be advised: Section 16 (Dispute Resolution) of these terms contains an arbitration agreement and a class action waiver, which means that you and Sponge agree to submit any dispute to binding arbitration rather than proceeding in court, with the exception of certain specified intellectual property claims and small claims noted below. Unless you opt out of the Dispute Resolution, you will be permitted to pursue claims or seek relief against Sponge only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding.
We maintain other terms and policies that supplement these Terms, like our Privacy Policy, which describes our collection and use of personal data, and our Community Guidelines, which establish the protocols for respectful and safe interactions and experiences.
If you intend to use the Hummingbird Platform as an Outreach Worker, you are responsible for understanding and complying with all agreements and contracts between you and your affiliated Service Provider that has agreed to offer its outreach services on the Hummingbird Platform through a partnership with Sponge. If there is a conflict between the Terms and the agreements and contracts between you and your affiliated Service Provider, these Terms control.
If you do not agree to these Terms, the Privacy Policy, or the Community Guidelines, you must immediately cease using the Hummingbird Platform.
Table of Contents
Help Seeker Terms
1. Requesting, matching, and accepting Outreach Support on the Hummingbird Platform.
2. Your responsibilities and assumption of risk.
Outreach Worker Terms
3. Providing Outreach Support on the Hummingbird Platform.
4. Your responsibilities and assumption of risk.
General Terms
7. Modification to the Agreement.
8. User account eligibility and conduct.
12. Disclaimers of warranties.
Help Seeker Terms
1. Requesting, matching, and accepting Outreach Support on the Hummingbird Platform.
1.1 Requesting. You can submit a request for Outreach Support by choosing the type of assistance you require. By choosing to do so, you commit to providing accurate and truthful information about, without limitation, the situation or conflict that requires Outreach Support, request location, and any necessary information essential for the Hummingbird Platform to facilitate the requested Outreach Support.
In situations where you witness unresponsiveness, difficulty breathing, life-threatening injuries, the presence of weapons, violent threats, crime, or any type of fire, as laid out in our guidelines on the “Should I call 911” screen in the App, call emergency services immediately.
1.2 Matching. As a Help Seeker, you grant authorization to the Hummingbird Platform to match or re-match you with Outreach Workers. The matching process considers factors like the Outreach Workers’ qualifications, your requested location, estimated time to your location, regulatory or third-party requirements, and platform efficiency. The platform also reserves the right to cancel an existing match based on similar or other considerations.
A separate agreement is formed between Outreach Workers and Help Seekers when the Help Seeker accepts the Outreach Support offered by the Outreach Worker. This agreement includes the terms outlined in these Terms, the Privacy Policy, and our Community Guidelines. It is crucial for you to take the responsibility to thoroughly read and comprehend these contractual terms, encompassing these Terms, along with all associated rules, standards, policies, and requirements, before accepting the provided Outreach Support.
1.3 Accepting. Any decision by a Help Seeker to accept the provided Outreach Support is a decision made in such Help Seeker’s sole discretion.
2. Your responsibilities and assumption of risk.
2.1 Your responsibilities. You are responsible and liable for your own acts and the acts of anyone you allow to participate in receiving the Outreach Support. For example, this means: (i) you commit to providing accurate and truthful information; (ii) you are responsible for any damage, including any physical damage to the surroundings of the requested location, and physical or mental damage to any Outreach Workers or Clients, caused by you or anyone you invite to access the Outreach Support, and (iii) you must act with integrity, treat others with respect, and comply with applicable laws at all times.
2.2 Your assumption of risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Hummingbird Platform, including your use of and participation in receiving any Outreach Support, or any other interaction you have with other Users or Clients whether in person or online. This means it is your responsibility to investigate the Outreach Support and the materials made available on the Hummingbird Platform to determine whether they are suitable for you and your current situation.
Outreach Worker Terms
3. Providing Outreach Support on the Hummingbird Platform.
3.1 Providing Outreach Support. As an Outreach Worker, Sponge offers you the right to use the Hummingbird Platform in accordance with these Terms to provide Outreach Support to our vibrant community of Help Seekers.
3.2 Independence of Outreach Workers. You and Sponge expressly agree that your relationship with Sponge is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Sponge. Sponge nor the Hummingbird Platform controls your Outreach Support, and you understand that you have complete discretion over whether and when to provide Outreach Support, or otherwise engage in any other business or employment activities. Sponge does not, and shall not be deemed to, require you to accept any specific request for Outreach Support as a condition of maintaining access to the Hummingbird Platform, or restrict you from engaging in any other business or employment activities.
4. Your responsibilities and assumption of risk.
4.1 Your responsibilities. You are responsible and liable for your own acts and the acts of anyone you allow to participate in providing the Outreach Support. For example, this means: (i) you represent and warrant that you are qualified and authorized by your employer, the affiliated Service Provider, to offer Outreach Support on the Hummingbird Platform; (ii) you are responsible for any damage, including any physical damage to the surroundings of the requested location, and physical or mental damage to any Help Seekers or Clients, caused by you or anyone you invite to provide the Outreach Support, and (iii) you must act with integrity, treat others with respect, and comply with applicable laws at all times.
4.2 Offering Outreach Support as a team. If you work as part of a team or other organizations, you are responsible and liable as an Outreach Worker under these Terms for the acts of each entity and individual who participates in providing the Outreach Support and you are responsible for informing personnel engaged by you to deliver any Outreach Support of your obligations under these Terms. If you accept terms or enter into contracts with third parties, you represent and warrant that you are authorized to enter into contracts for and bind your team, business, or other organization, and that each entity you use is in good standing under the laws of the place where it is established.
4.3 Representations, Warranties and Agreements. By providing Outreach Support as an Outreach Worker on the Hummingbird Platform, you represent, warrant, and agree that:
a. You are qualified, authorised, and medically fit to provide Outreach Support.
b. You have obtained onboarding & training by the Service Provider who employed you.
c. You will not engage in reckless behaviour while providing Outreach Support, provide Outreach Support under the influence of intoxication, or take action that harms or threatens to harm the safety of other Users, Clients, or third parties
d. You will not encourage Help Seekers to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Hummingbird Platform.
e. You will not attempt to defraud Sponge or Help Seekers on the Hummingbird Platform or in connection with your provision of Outreach Support. If we suspect you have engaged in fraudulent activity we may withhold your account and take any other action against you available under the law.
f. You will not discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation.
g. We may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorization to facilitate our access to such records.
h. You will comply with Sponge’s reasonable requests to provide information in connection with Help Seeker complaints, law enforcement requests, or any other incident.
i. You and your employer, our Service Provider, have shared responsibility for your conduct and the consequences of your conduct while using the Hummingbird Platform.
4.4 Your assumption of risk. You acknowledge that providing Outreach Support carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Hummingbird Platform, offering Outreach Support services, or any interaction you have with other Users or Clients whether in person or online. You agree that you have had the opportunity to investigate the Hummingbird Platform and any laws, rules, regulations, or obligations that may be applicable to providing Outreach Support and that you are not relying upon any statement of law made by Sponge.
General Terms
5. Restricted activities.
With respect to your use of the Hummingbird Platform and your participation in receiving Outreach Support, you agree that you will not:
I. impersonate any person or entity;
II. stalk, threaten, or otherwise harass any person, or carry any weapons;
III. violate any law, statute, rule, permit, ordinance or regulation;
IV. interfere with or disrupt the Hummingbird Platform or the servers or networks connected to the Hummingbird Platform;
V. post Information or interact on the Hummingbird Platform or with Outreach Support in a manner which is fraudulent, libellous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
VI. use the Hummingbird Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
VII. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Hummingbird Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
VIII. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Hummingbird Platform;
IX. rent, lease, lend, sell, redistribute, licence or sublicense the Hummingbird Platform or access to any portion of the Hummingbird Platform;
X. use a false email address or other identifying information, impersonate or misrepresent any person or entity, or your affiliation with any person or entity, or otherwise omit, misrepresent, or mislead as to the origin or source of any entity accessing the Hummingbird Platform;
XI. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation;
XII. commercialise the Hummingbird Platform or Outreach Support without an agreement directly with Sponge;
XIII. misuse or abuse the Hummingbird Platform or Outreach Support in violation of eligibility requirements as determined by Sponge;
XIV. circumvent any measures implemented by Sponge to prevent or address violations of these Terms; or
XV. cause any third party to engage in the restricted activities above.
6. Confidentiality.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Sponge’s business, operations and properties, information about a User or Client made available to you by Sponge or on the Hummingbird Platform in connection with such User’s use of the Hummingbird Platform, which may include the User and Client’s name, location, contact information, and photo (“Confidential Information”) for your own use or for any purpose other than as contemplated herein.
As a User, you understand that some of the Confidential Information you receive may be protected by federal and/or provincial confidentiality laws, such as the Personal Health Information Protection Act (PHIPA), governing the privacy and security of protected personal information. In the event that you know a User or a Client, you should not disclose to anyone the identity of the User or Client, or the location of the intervention support requested, as this could violate PHIPA.
You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Sponge in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Sponge with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Sponge or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Sponge; becomes known to you, without restriction, from a source other than Sponge without breach of these Terms by you and otherwise not in violation of Sponge’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Sponge to enable Sponge to seek a protective order or otherwise prevent or restrict such disclosure.
7. Modification to the Agreement.
Sponge reserves the right to modify these Terms, and such modifications shall be binding on you only upon your acceptance of the modified Terms. Sponge also reserves the right to modify any information on pages referenced in the hyperlinks from these Terms, and such modifications shall become effective upon posting. Your continued use of the Hummingbird Platform after such change shall constitute your acceptance of the modifications. Unless material changes are made to the arbitration provisions herein, you agree that modifications of these Terms do not create a renewed opportunity to opt out of arbitration (if applicable).
8. User account eligibility and conduct.
8.1 Eligibility. In order to use the Hummingbird Platform, you must register for and maintain an active personal user Hummingbird account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific service on the Hummingbird Platform permits otherwise. Account registration requires you to submit to Sponge certain personal information, such as your name, business address, and mobile phone number.
8.2 Account accuracy. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access or use the Hummingbird Platform.
8.3 Account authorization. The Hummingbird Platform may only be used by individuals who have the right and authority to accept these Terms and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Hummingbird Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account; you agree that you are the sole authorized user of your User account, and you may not use your User account on behalf of any third party, except as otherwise expressly permitted by Sponge.
8.4 Account duplication. Each person may only create one User account, and Sponge reserves the right to deactivate any additional or duplicate accounts.
9. Fees.
The Hummingbird Platform is 100% free of charge for Users and there will be no fees charged for requesting or offering Outreach Support.
10. Your information.
Your Information is any information you provide, publish or post, and any information provided on your behalf to or through the Hummingbird Platform or send to other Users. You consent to us using your Information to create a User account that will allow you to use the Hummingbird Platform and receive Outreach Support. Our collection and use of personal information in connection with the Hummingbird Platform is as provided in Sponge’s Privacy Policy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete Information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Sponge to use your Information for the purposes described in the Privacy Policy and these Terms, or to otherwise improve the Hummingbird Platform, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Sponge does not assert any ownership over your Information; rather, as between you and Sponge, subject to the rights granted to us in these Terms, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.
11. Intellectual property.
All intellectual property rights in and to the Hummingbird Platform shall be owned by Sponge absolutely and in their entirety. These rights include database rights, inventions and patentable subject-matter, patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Hummingbird Platform are the property of their respective owners.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Sponge. Sponge shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Except for the explicit license grants hereunder, nothing in this Agreement shall be construed to transfer ownership of or grant a license under any intellectual property rights.
12. Disclaimers of warranties.
The following disclaimers are made on behalf of Sponge, and each of our respective directors, employees, and shareholders.
I. Sponge does not provide outreach support, and it is not a Service Provider. It is up to the Outreach Worker to decide whether or not to offer Outreach Support to a Help Seeker contacted through the Hummingbird Platform, and it is up to the Help Seeker to decide whether or not to accept Outreach Support from any Outreach Workers contacted through the Hummingbird Platform. We cannot ensure that a Help Seeker or Outreach Worker will complete an arranged Outreach Support. Any safety-related feature, process, policy, standard, or other effort undertaken by Sponge is not an indication of any employment or agency relationship with any User.
Sponge reserves the right, for example, to limit or eliminate access to the Hummingbird Platform and/or Outreach Support in specific geographic areas and/or at specific times based on the Outreach Support demand, public health concerns, or changes in law.
II. We do not warrant that your use of the Hummingbird Platform or Outreach Support will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Hummingbird Platform will be corrected, or that the Hummingbird Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity, availability, accuracy, completeness, and reliability of the Hummingbird Platform or Outreach Support, including with respect to mapping, estimated times of arrival, request status updates, and how-to content that aims to provide guidance on handling various situations. You are responsible at all times for your conduct and the consequences of your conduct while using the Hummingbird Platform.
III. We do not endorse or warrant the existence, conduct, performance, safety, quality, legality, or suitability of any Help Seeker, Outreach Worker, Client, Service Provider, Outreach Support, or third party, whether online or offline. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, any loss or damage caused by any communications, interactions or meetings you may have with the Outreach Workers, Hep Seekers, and/or Clients you interact or meet with through, or as a result of, your use of the Hummingbird Platform. By using the Hummingbird Platform and Outreach Support, you agree to accept such risks and agree that Sponge is not responsible for the acts or omissions of Users and Clients on the Hummingbird Platform or participating in Outreach Support.
IV. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
V. We cannot guarantee that each Help Seeker or Outreach Worker is who he or she claims to be. Please use common sense when using the Hummingbird Platform and Outreach Support, including looking at the photos of the Outreach Worker or Help Seeker you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Hummingbird Platform by persons under the age of 18 in violation of these Terms. We encourage you to communicate directly with each potential Outreach Worker or Help Seeker prior to engaging in an arranged Outreach Support.
VI. Location data provided by the Hummingbird Platform is for basic location 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 or environmental damage. Neither Sponge, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Hummingbird Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Hummingbird Platform may be accessible to Sponge and certain Users of the Hummingbird Platform.
VII. Sponge advises you to use the Hummingbird Platform with a data plan with unlimited or very high data usage limits, and Sponge shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Hummingbird Platform.
VIII. This paragraph applies to any version of the Hummingbird Platform that you acquire from the Apple App Store. These Terms are accepted between you and Sponge. Apple, Inc. (“Apple”) is not a party to these Terms and shall have no obligations with respect to the Hummingbird Platform. Sponge, not Apple, is solely responsible for the Hummingbird Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. These Terms incorporate by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
IX. Sponge is not responsible for the conduct, whether online or offline, of any Users of the Hummingbird Platform. You are solely responsible for your interactions with other Users and Clients. We do not procure insurance for, nor are we responsible for, any loss or damage caused by any communications, interactions or meetings you may have with the Outreach Workers, Hep Seekers, and/or Clients you interact or meet with through, or as a result of, your use of the Hummingbird Platform.
By using the Hummingbird Platform and participating in the Outreach Support, you agree to accept such risks and agree that Sponge is not responsible for the acts or omissions of Users on the Hummingbird Platform or participating in the Outreach Support.
X. You are responsible for the use of your User account and Sponge expressly disclaims any liability arising from the unauthorized use of your User account.
XI. We are not responsible for the use of any personal information that you disclose to other Users on the Hummingbird Platform or while receiving or offering Outreach Support. Please carefully select the type of information that you post on the Hummingbird Platform or through the Outreach Support or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
XII. Opinions, advice, statements, offers, or other information or content concerning Sponge or made available through the Hummingbird Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Hummingbird Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Hummingbird Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
XIII. Sponge shall not be in breach of these Terms nor liable for failure or delay in performing obligations under these Terms if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes; riots; acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under these Terms affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.
13. Limitations on liability.
Neither Sponge (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Hummingbird Platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Hummingbird Platform, or (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Hummingbird Platform, whether or not Hummingbird has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.
These limitations of liability and damages are fundamental elements of the agreement between you and Sponge. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.
14. Indemnity
You agree to indemnify and hold Sponge and its directors, employees and shareholders harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Hummingbird Platform; (ii) your breach or violation of any of these Terms; (iii) Sponge’s use of your User Content; or (iv) your violation of the rights of any third party, including Service Providers.
15. Term and termination.
15.1 Term. The agreement between you and Sponge reflected by these Terms is effective when you access the Hummingbird Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.
15.2 Termination. You may terminate this agreement at any time by sending us an email or by deleting your account on the Hummingbird App. Sponge may terminate this agreement and your account for any reason by providing you 7 days’ notice via email or using any other contact information you have provided for your account. Sponge may also terminate this agreement immediately and without notice and stop providing access to the Hummingbird Platform if you breach these Terms, you violate our Privacy Policy, or Community Guidelines, you violate applicable laws, or we reasonably believe termination is necessary to protect the Hummingbird Platform, its Users, Clients, Service Providers, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.
16. Dispute resolution.
IMPORTANT: PLEASE READ THE FOLLOWING ARBITRATION REQUIREMENT CAREFULLY. YOU WILL HAVE TO RESOLVE DISPUTES THROUGH ARBITRATION. YOU WILL NOT BE ELIGIBLE TO GET MONEY OR OTHER RELIEF THROUGH A COURT PROCEEDING.
ARBITRATION REQUIREMENT
You are free to get advice or representation from a lawyer about this arbitration requirement.
Unless prohibited by law, all disputes arising out of or relating in any way to: i) these Sponge Terms, ii) the Outreach Support, iii) your access to or use of the App, or iv) advertisements, promotions or oral or written statements related to the App or any other Sponge branded product will be finally and conclusively adjudicated and resolved by arbitration under the Arbitration Rules (“ADRIC Rules”) of the ADR Institute of Canada, Inc. (“ADRIC”), except as modified here. The arbitration will be in English or French as you choose. The arbitration may be held anywhere the arbitrator considers appropriate, including remotely by telephone or Internet.
The ADRIC Rules are available by, for example, searching <www.google.ca> to locate “ADRIC Arbitration Rules” or by clicking here. You can also contact ADRIC at 1-877-475-4353 or <www.adric.ca>.
You will have to pay some fees to arbitrate, as described in the ADRIC Rules.
However, before beginning the arbitration, the party with the claim will first try to informally negotiate with the other party, in good faith, a resolution of the dispute for not less than 30 days but no more than 45 days unless extended by agreement. During the negotiation period, any otherwise applicable limitation period will be tolled (temporarily suspended).
Nothing here prevents you from filing a claim with a government agency.
Where you allege claims of sexual assault or sexual harassment, you may choose to bring those specific claims in court instead of arbitration. Sponge agrees to honour your choice of forum with respect to your individual sexual harassment or sexual assault claim but in doing so Sponge does not waive the enforceability of any other part of this Section 16.
This arbitration requirement survives: (i) the termination of these Terms and (ii) the bankruptcy of any party. If any part of it is deemed invalid or unenforceable, the other parts remain in force.
17. Governing law.
These Terms shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, without regard to conflict of law principles.
Sponge 