Updated: April, 18 2018
If acting on behalf of a Company, you agree that you have authority to bind your Company to our Terms and that our Terms bind your Company.
If you do not agree to our Terms, in whole or in part, please do not use the Services.
“Application” or “App” means the Passen mobile application utilized by a User or Partner to avail the Services, including but not limited to account set up, building a Customer Profile, and providing clothing recommendations, as the case may be.
“Body Profile” means data collected about the User using the Passen Sensor or other devices for the purpose of establishing the Customer Profile.
“Confidential Information” means all scientific, and financial information; all marketing, sales and distribution data, personal and identifying information; all test data, documents, methods, techniques, formulations, operations, know-how, experience, skills, trade secrets, secret processes, practices, ideas, inventions, designs, devices, reports, plans and drawings disclosed by Passen to Partners, whether orally or in writing, whether or not such information has been identified by Passen as being confidential or any other information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.
“Content” means any content featured or displayed throughout the Services, including but not limited to text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, User Ratings and Testimonials and other materials that are available on the Services.
“Customer Profile” means the personalized accounts of Users set up for the User to access the system and for the User to identify suitable Products.
“Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” such as “Handling” has the same meaning depending on the context
“Law” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.
“Partner” means a retail brand or other corporation selling clothing which has entered into a licencing or service agreement with Passen for the purpose of contacting and interacting with Users through the Services.
“Personal Data” means any data, information (including any information about an identifiable individual or an individual whose identity may be inferred or determined from the information) or other materials of any nature recorded in any form whatsoever disclosed or provided to Passen by the User at any time which is confidential in nature, and includes a User’s Body Profile.
“Product” means any clothing, apparel, accessories, garments, paraphernalia, or any other items offered for sale by a Partner.
“User” means a person using the Services to obtain clothing fit information and to assist in their shopping experience.
“Website” means www.passen.com and any other web page or App that is owned and operated by Passen, including any content, functionality and features, and services provided that Passen owns, controls and makes available through such distribution channel.
“you” and “your” means a User or a representative of a User, as the context so requires, including a company or other legal entity on behalf of which a person may be acting as a User.
2. We Are Only Providing a Platform
(a) The Services provide an on-line forum which allows Partners to provide appropriate Products for prospective customers, and allows Users to quickly identify clothing that will fit the particular User well. The Services are provided to you subject to our Terms. Your use of the Services signifies that you agree to our Terms. If you are using the Services on behalf of an organization, you agree to our Terms on behalf of that organization, and represent you have authority to bind that organization to the terms contained herein. If you do not or are unable to agree to our Terms, do not use our Services.
(b) Passen’s Services assist the User by providing recommendations, including but not limited to:
- establishing the best size for the User’s unique Body Profile;
- providing recommendations against purchasing Products; and
- identifying alternative, better fitting Products from the same or another Partner.
(c) Users acknowledge that we do not offer any Products nor do we own or in any way manage any Partners which may be registered on the Services. Nothing on the Services constitutes an offer to buy or sell Passen Products or Services. Passen is not responsible nor is it involved with the processing of any transactions between the User and a Partner.
(d) We are only responsible for providing the Website and for the provision of our Services. We provide Services in our own personal or corporate capacities, and not as employees, agents or representatives of a Partner or User.
(e) Passen is only responsible for providing the Services and for providing certain types of assistance, as set out in Section 2(b).
(f) You acknowledge that the information set out in the Services and the information provided by Users or Partners may not be up-to-date, or may contain errors which require correction; such information is in no way verified or otherwise certified by us.
(g) The Services offered by Passen are only available and intended for Users. As a User, if you choose to purchase any Products while using the Services, you acknowledge that you are not relying on Passen with respect to any representations made about the Products on the Services. Any complaint or grievance about the Product and your experience at such Product should be directed to applicable Partner. You should not rely on any claim by a Partner that they or their Products are in any way endorsed by us.
4. Your Account
(a) Account Set-up: In order to access our Services, Customers must create a Customer Profile. Either Passen or Partners will assist the User in the recording of Body Profile.
(b) Registration: In the process of registering for a Customer Profile, you will be asked to disclose Personal Data. You agree not to provide any false Personal Data, and that it is your responsibility to update Personal Data as necessary, including updating your personal address or obtaining new measurements. You agree not to create a Customer Profile for someone other than yourself.
(c) Company Accounts: If acting on behalf of a Company, you agree that you have authority to bind your Company to our Terms and that your Company will be the owner of the account.
(d) Username: You may not use as a username the name of another Person or entity that is not lawfully available for use, or a name or trademark that is subject to any rights of another Person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
(e) Account Security: Your password is your proof of identity. Using a strong password helps you to protect your identity and you will protect your Customer Profile password confidential to prevent unauthorized use. We recommend that you:
- use the current version of a web browser with all of the applicable security patches installed (see applicable links: Microsoft Internet Explorer, Google Chrome, Mozilla Firefox, Apple Safari);
- change your password on a regular basis.
- use least 8 characters with a combination of uppercase and lowercase letters, numbers and special characters in your password;
- do not leave your computer or phone unattended while connected to the Website;
- to prevent your account from remaining open when not in use, your access to the Account will be terminated after several minutes of inactivity. If this occurs, you will need to successfully sign in again with your email/access ID and password to continue;
- do not share your password with anyone;
- do not use the same password twice;
- do not write your password down;
- do not store your password in a computer file unless it is encrypted; and
- do not use personal or identifying information as your password, for example, date of birth, name or Social Insurance Number, address, etc.
If you are blocked from signing on to your Account, email Passen at email@example.com and ask for support in resetting your account password.
Passen will not be held responsible for any loss or damage which may be incurred as a result of unauthorized use of your password.
(f) Using the Website: We currently provide our Services to Users at no extra cost, however your carrier’s normal rates and fees will still apply in the use of the any Services. Passen reserves the right to impose a price for the use of the Services.
(g) Suspicious Activity: If we suspect any unauthorized access to your Account or that there is suspicious activity in relation to your Account, we retain the right, but do not have an obligation, to suspend your Account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required.
(h) Cancellation by User: As a User, you may decide at any time to cancel your Account. Such cancellation is subject to subsection (j).
(i) Cancellation by Us: We reserve the right to suspend, and if deemed appropriate, cancel your Customer Profile. If we cancel your Customer Profile, you shall not create another one without our permission.
5. Fees and Payments
Information on fees for Partners are set out in the Partner’s Service Agreements. There are currently no fees with respect to Users for use of our Services.
USERS AGREE THAT THEY DO NOT EXPECT US OR OUR AGENTS, OFFICERS AND DIRECTORS TO PROVIDE INSURANCE OR OTHERWISE OFFER ANY INDEMNITY IN REGARDS TO THE SERVICES AND EACH PARTY ACKNOWLEDGES THAT IT DOES NOT RELY ON THE INSURANCE OF ANY OTHER PARTY.
7. Your Information
(b) You agree that all information or data on the Website or processed in relation to the Services may be, without further required consent by you, Handled by a third-party for either: (1) the third party’s own legitimate business purposes; (2) purposes which serve our business purposes, including information processing and data monitoring or storage; or (3) for regulatory or other reasons which are imposed on us in a jurisdiction.
(c) Your information may be subject to third party data management and privacy policies in the event such third parties are utilized by us or by you (e.g. for purposes of submitting a claim).
8. Permission for Communication
We use email and other electronic means to stay in touch with Users. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, address) during or prior to access of the Services or use of any other service or tool provided through or on the Services, you: (i) consent to receive communications from us, our affiliates, and applicable Users in electronic formats, including via the email address you have submitted, SMS messages to your telephone, or other agreed upon contact methods; (ii) can opt-out from receiving communication from any such party at any time by completing the formalities on the Services, but we do not take on any liability for any communication of another party to you, particularly if you have provided your contact information to them independently rather than using the communication functions of the Services; and (iii) agree that our Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.
We promote safe communication practices when dealing with our clients and customers. Whether you communicate with us through telephone, email or online, you should know that we may require additional information or verification before providing you with personal information or accepting a change or new information related to your account to ensure the account holder is making the request, however, (A) you’ll never be asked to provide personal, financial or confidential information in email communications initiated by us, (B) we will never ask you to change your account information as you are the only person who should initiate changes to your account, and (iii) we will never ask you for your password.
9. Representations, Warranties and Covenants
(b) User Conduct: Upon accessing the Services, you warrant that you will not:
- violate the terms set out under Section 4 (Your Account);
- reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in the Services;
- damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the Services;
- copy, or make derivative work from, any part of the Services in any medium, including use of a frame or border environment around the Services, or other framing technique to enclose any portion or aspect of the Services, using any device including using spiders, data mining, robots, or similar data gathering means;
- access the Services in order to build a commercially available product or service which competes with the Services;
- copy any features, functions, integrations, interfaces or graphics which are part of the Services;
- violate any Laws;
- wilfully tamper with the security of the Services, including attempting to probe, scan or test the vulnerability of the Services or to breach the security or authentication measures;
- share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on us that is not agreed upon by us in writing in advance of receipt of such data;
- transmit any information, through the Services or to Users in any other manner, which may: (1) be unlawful, threatening, abusive, libelous, defamatory; (2) refute or is contrary to what is set out anywhere in the Services; (3) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (4) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (5) violates the privacy of any third party; and
- attempt to gain unauthorized access to the Services or our computer systems or networks through hacking, password mining or any other means.
(c) We reserve the right to investigate and prosecute, to the fullest extent of the Law, any violation of the above.
10. How to Deal with Misconduct
11. Disclaimer Regarding our Actions
In some circumstances, we may become aware of potentially illegal or fraudulent activity in relation to the use of the Services. Any actions we take with respect of this knowledge, including any messages (e.g. warning) we might provide on the Website or through any communication directly to Users, is strictly on an “as is” basis. We do not provide: (1) any representations or warranties regarding the reliability or accuracy of any such messages; (2) any assurance that we can be relied upon to ensure that such messages will reach all those Users who would benefit from receiving the messages and that even if such messages are received, the Users will be able to avoid the harm or other adverse impact that we may have been warning about in the message; or (3) that any assurances that we will reliably become aware of such potentially illegal or fraudulent activity.
12. Monitoring of User Activity and Privacy
13. Third Party Links
The Services may contain links to third-party web sites or services that are not owned or controlled by Passen.
We have no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
14. Right to Terminate Account
We reserve the right, but not the obligation to, determine, solely at our discretion, whether any User violates our Terms and at our choosing suspend, terminate or deny access to a User Account, with or without prior notice.
(a) Our Terms will deemed to be applicable to you upon your use of the Services and will terminate only upon an actual deletion or deactivation of your User Account through the means provided on the Services. Abandonment or non-use of the Customer Profile will not lead to an automatic termination of your Account.
(b) We may terminate your access to all or any part of the Services at any time, with our without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion.
(c) Except for the provisions set out in Section 35 (Surviving Provisions) our Terms will no longer be applicable to you if your User Account is cancelled or terminated.
(d) Upon termination of your Customer Profile, (1) all rights, licenses, consents and authorizations granted pursuant to our Terms will immediately terminate and any Content which is provided by a User under our Terms will be no longer accessible by a User, and (2) we may disable all User access to the Services.
(e) Notwithstanding anything to the contrary in our Terms, with respect to information and materials then in our possession or control:
- we may retain Personal Data in our backups, archives and disaster recovery systems until such Personal Data is deleted in the ordinary course; and
- all information and materials described in subsection (i) will remain subject to all confidentiality, security and other applicable requirements of our Terms.
16. Intellectual Property Rights
(g) All Content and information on the Services is protected by copyright as a collective work and/or compilation under applicable Laws. These marks may not be copied, downloaded, reproduced, used, modified or distributed in any way without our prior written permission by the applicable party.
17. Permission for Communication
We use email and other electronic means to stay in touch with Users. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, address) during or prior to access of the Website or use of any other service or tool provided through or on the Website, you: (1) consent to receive communications from us, our Partners, and applicable Users in electronic formats, including via the email address you have submitted, SMS messages to your telephone, or other agreed upon contact methods; (2) can opt-out from receiving communication from any such party at any time by completing the formalities on the Website, but we do not take on any liability for any communication of another party to you, particularly if you have provided your contact information to them independently rather than using the communication functions of the Website; and (3) agree that our Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.
18. Disclaimer of Warranties
IN ADDITION TO ANY OTHER DISCLAIMERS SET OUT IN OUR TERMS, THE SERVICES PROVIDED, INCLUDING ALL CONTENT ON, FUNCTION OF, AND TRANSACTIONS CONDUCTED OVER, THE WEBSITE ARE “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND MADE BY US.
WE EXPRESSLY DISCLAIM: (I) ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY, THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF (A) ANY CONTENT FOUND ON THE WEBSITE, (B) OUR SERVICES, AND (C) INFORMATION PROVIDED BY ANY OTHER PERSON IN RESPECT OF THE SERVICES; (II) THE SECURITY OF ANY INFORMATION EXCHANGED IN RELATION TO THE WEBSITE, EVEN IF WE BECOME AWARE OF ANY, OR ARE TOLD ABOUT, A POTENTIAL BREACH; (III) THAT THE WEBSITE OR THE FUNCTIONS THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE WEBSITE OR ANY ITEM CONNECTED WITH THE SERVER IS FREE OF VIRUSES OR ANY HARMFUL COMPONENTS; AND (IV) THAT ANY TRANSMISSION TO AND FROM THE WEBSITE, COMMUNICATION BETWEEN THE PARTIES OR ANY COMMENTS MADE BY YOU, ARE CONFIDENTIAL, EXCEPT AS EXPRESSLY PROVIDED FOR ELSEWHERE IN THIS AGREEMENT.
YOU AGREE THAT YOUR USE OF THESE SERVICES CREATE NO OBLIGATION UPON US AND THERE IS NO RELATIONSHIP (WHETHER CONTRACTUAL, FIDUCIARY OR OTHERWISE) CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO OUR TERMS.
19. Limitation of Liability
We will not be liable for any damages or losses arising from your use of the Services or arising under our Terms. To the maximum extent permitted by applicable Law, in no event will Passen be liable to you for any loss of profits, interruption to business, harm to reputation, misuse of data, or for any incidental, direct, indirect, special, consequential or exemplary damages, however arising and whether or not Passen has been informed of the possibility of such damage, even if a remedy set forth in our Terms is found to have failed of its essential purpose. We will also have no liability for any failure or delay, including the failure of any integrated or ancillary third-party service used in conjunction with the Services or for any failure of a third party to keep safe any information or other Personal Information of a User.
20. Release and Indemnification
(a) You agree to indemnify and hold harmless Passen, its officers, directors, employees, agents, successors and permitted assigns from and against any and all claims and expenses, including legal fees and disbursements, arising out of:
- any use of the Services (including Content posted by you or use of a social media website or application in connection with Content on the Services) by you, including a User’s violations of any of the provisions in our Terms or any other terms as agreed upon between Users;
(b) In the event of any dispute between you and any other User in connection with the Services, you agree to grant Passen and its officers, employees, directors, and agents and related entities a release from all claims, causes of action, demands and damages (actual and consequential) of every kind and nature whatsoever, known and unknown, arising out of or in any way connected with such dispute now or at any time in the future.
(c) We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.
21. Modification of Terms
(a) Passen reserves the right, at our sole discretion, to amend our Terms at any time and we will update our Terms in the event of any such amendments.
22. Governing Law
Our Terms and access to or use of the Services shall be governed by, and construed in accordance with the internal Laws of the Province of Ontario and the federal Laws of Canada applicable in that province, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than those of the province of Ontario.
24. Waiver of Class Proceedings
Passen and all Users hereby waive any right they may have to commence or participate in any class action lawsuit against Passen related to any claim, dispute or controversy and hereby agree to opt out of any class proceeding against Passen otherwise commenced.
If any portion or provision of our Terms shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of our Terms, or the application of such portion and provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of our Terms shall be valid and enforceable to the fullest extent permitted by Law.
26. No Assignment
(b) Users may not assign or delegate any rights or obligations under our Terms without our prior written consent and any unauthorized assignment and delegation by you is void.
27. Headings and Summaries
The headings, captions and summaries in our Terms are for convenience only and in no way define or describe the scope or content of any provision of our Terms.
Except as otherwise stated in our Terms or as expressly required by Law, any notice to us shall be given by certified postal mail to 1313 – 1 Market St. Toronto ON, M5E 0A2, or by email to firstname.lastname@example.org. Any notice to you shall be given to the most current email address in your Account.
29. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Passen is intended or created by these Terms. A User of the Services is not Passen’s representative or agent, and may not enter into an agreement on our behalf.
30. Other Rules of Interpretation
Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; and the words “including”, “includes” and “include” mean “including without limitation”.
31. No Waiver of Covenants
Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in our Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.
32. Surviving Provisions
33. Entire Agreement
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND OUR TERMS AND AGREE TO BE BOUND BY OUR TERMS.