Terms of Use

Last modified: Tuesday, February 4, 2025

Hi there! Welcome and thank you for making TENSANO INC. (“TENSANO”) your go to platform for connecting event providers and users in your area. At TENSANO we believe that the best relationships are clearly defined so that everyone knows what they are getting into, and what they are getting out of it. To that end, we have created the following terms of use to set out the nature of our relationship with respect to you using our site.

There are two sets of terms on our website. One set is for end users which are detailed below at TENSANO USER TERMS OF USE. The second set is for vendors which are detailed below at TENSANO VENDOR SERVICE PROVIDER TERMS OF USE. If you are an end user, the TENSANO USER TERMS OF USE apply to you. If you are a vendor, the TENSANO VENDOR SERVICE PROVIDER TERMS OF USE apply to you. If you are both an end user and vendor, both the TENSANO USER TERMS OF USE and the TENSANO VENDOR SERVICE PROVIDER TERMS OF USE apply to you.

BY CLICKING ON THE " I accept the Terms of Use and the Privacy Policy" BUTTON ON THE REGISTRATION PAGE, YOU AGREE TO BE BOUND BY THE APPLICABLE AGREEMENT AND THE TENSANO PRIVACY POLICY https://www.tensano.com/privacy-policy. SHOULD YOU NOT AGREE WITH THE FOLLOWING USER AGREEMENT, PLEASE DO NOT CLICK "I ACCEPT”.

TENSANO USER TERMS OF USE

PLEASE REVIEW THE FOLLOWING USER TERMS OF USE (“AGREEMENT”). THIS USER AGREEMENT FORMS A LEGAL AGREEMENT BETWEEN YOU AND TENSANO INC. LOCATED AT 18 KING STREET EAST, SUITE 1400, TORONTO, ON, M5C 1C4 WITH FEDERAL INCORPORATION NUMBER 1666930-1 (DOING BUSINESS AS “TENSANO”) AND GOVERNS YOUR ACCESS TO AND USE OF TENSANO’S SEVICE AS A USER. PLEASE REVIEW THIS ENTIRE USER AGREEMENT BEFORE YOU DECIDE WHETHER TO ACCEPT IT AND CONTINUE WITH THE REGISTRATION PROCESS.

BY CLICKING ON THE " I accept the Terms of Use and the Privacy Policy" BUTTON ON THE REGISTRATION PAGE, YOU AGREE TO BE BOUND BY THIS USER AGREEMENT AND THE TENSANO PRIVACY POLICY https://www.tensano.com/privacy-policy. SHOULD YOU NOT AGREE WITH THE FOLLOWING USER AGREEMENT, PLEASE DO NOT CLICK "I ACCEPT”.

TENSANO carries on the business of providing you (the “User”) with technology to connect the User to event vendors (“Vendor Service Providers”). This connection is facilitated through the proprietary TENSANO application which is currently offered through its website (the “Website”) and may be offered through a future mobile application (collectively with the “Website”, the “TENSANO Application”). Vendor Service Providers are engaged in providing certain types of event services to Users, including but not limited to, event planners, event rental companies, photographers, videographers, DJs, and live bands (each, as applicable a “Service”). A Vendor Service Provider is individual, partnership or corporation listed on the TENSANO Application (individually “Vendor Service Provider”, collectively “Vendor Service Providers”) who provides a User with event planning services (“Services”) in the jurisdiction in which the Vendor Service Provider is permitted to provide those services. 

THIS AGREEMENT SETS FORTH THE TERMS UNDER WHICH TENSANO WILL PROVIDE THE TENSANO APPLICATION. THE USER’S ACCESS TO AND USE OF THE TENSANO APPLICATION IS GOVERNED SOLELY BY THE TERMS OF THIS AGREEMENT WHICH SUPERSEDES THE TERMS OF ANY OTHER PRIOR WRITING OR UNDERSTANDING BETWEEN THE PARTIES.  

1.0 INTRODUCTION

1.1 Term and Termination

This Agreement shall remain in full force and effect from the date hereof and shall continue unless and until terminated. This Agreement shall endure to the benefit of and be binding upon the parties and their respective legal or personal representatives, heirs, executors, administrators, successors or permitted assignees. TENSANO may terminate this Agreement at any time without cause by giving the User one (1) day prior written notice after which TENSANO shall cease providing access to the TENSANO Application. The User may terminate their account at any time for any reason by emailing info@tensano.com . TENSANO reserves the right to retain information associated with the User’s account for a period of time before deleting such information. This retention period may be determined based on what is considered reasonable or in accordance with applicable laws.

1.2 Disclaimer

The following disclaimers are made on behalf of TENSANO, TENSANO’s affiliates, TENSANO’s Vendor Service Providers and their subsidiaries, parents, successors and assigns, and each of their respective officers, directors, employees, agents, and shareholders.

TENSANO enables a User to obtain event vendor Services by facilitating the connection between the User and any Vendor Service Provider using the TENSANO Application.

TENSANO DOES NOT PROVIDE VENDOR SERVICES IN ANY MANNER WHATSOEVER, AND TENSANO IS NOT A USER OR VENDOR SERVICE PROVIDER. It is up to the VENDOR Service Provider to decide whether or not to provide services to a User contacted through the TENSANO Platform, and it is up to the User to decide whether or not to request the Services from any VENDOR Service Provider contacted through the TENSANO Application. TENSANO cannot ensure that a VENDOR Service Provider or User will complete an arranged service. TENSANO has no control over the quality or safety of any Services.

The VENDOR Service Provider refers to an individual, partnership, or corporation engaged in providing certain types of Services in the jurisdiction in which the VENDOR Service Provider can. TENSANO does not verify a VENDOR Service Provider’s licenses, insurance, certifications and/or credentials. TENSANO only acts as a technology platform to connect the User with VENDOR Service Providers who may be interested in providing the User with VENDOR services.

The TENSANO Application should not be considered event advice or an endorsement, representation or warranty that any particular service is safe, appropriate, or effective for the User.

TENSANO can be used only in areas where TENSANO offers services which is currently limited to Ontario. TENSANO is void where prohibited by law. TENSANO may modify the TENSANO Application and this Agreement at any time without any notice and in its sole discretion. The continued use of the TENSANO Application constitutes acceptance of modifications to this Agreement. TENSANO may block or prevent access and use to any portion of the TENSANO application without any notice and in its sole discretion.

The TENSANO Application is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. TENSANO does not guarantee and does not promise any specific results from the use of the TENSANO Application and/or the Services, including the ability to provide or receive Services at any given location or time. TENSANO does not guarantee any VENDOR Service Provider will perform any services. By using the TENSANO Application, the VENDOR Service Provider acknowledges that TENSANO is not a VENDOR Service Provider, nor is it staffed by event personnel.

2.0 USER’S USE OF THE TENSANO APPLICATION

2.1 Application and Use

To use the TENSANO Application, the User is required to provide TENSANO with certain information including but not limited to their real name, address, email, telephone number, and credit-card information. The User must be at least 18 years of age and reside in Ontario or another jurisdiction where TENSANO provides services to use the TENSANO Application. TENSANO reserves the right to request confirmation that a User is at least 18 years of age. The User must also create an account and have Wi-Fi or a data plan for internet access. The User also acknowledges that their wireless provider may have additional charges for text messages or data usage.

Upon accepting the terms of this agreement, TENSANO hereby grants the User a non-exclusive, non-transferable limited license to use and access the TENSANO Application in strict accordance with the terms in this Agreement. The User agrees not to make any false or fraudulent statements as they use and access the TENSANO Application. The User acknowledges and agrees that all content and services available on this site are property of TENSANO and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in Canada and internationally. All rights not expressly granted herein are fully reserved by TENSANO.

Except as may be explicitly permitted, the User agrees not to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from materials from this site. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

2.2 Access and Security Guidelines.  

When creating their account, the User will provide their real name, an appropriate display name that will be visible on the TENSANO Application, their real phone number, and a valid email address. The User will also create a password to use in association with the User’s email address for access to and use of the TENSANO Application. The User shall use their best efforts to prevent access to TENSANO’s application through their username and password by anyone other than themselves, including but not limited to, keeping such information strictly confidential, notifying TENSANO immediately if the User discovers loss or access to such information by an unauthorized party and by using a secure Username and Password not easily guessed by a third party. The User agrees that they shall not try to reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, contents or materials on or received via the application. The user also agrees to update their account information as soon as it changes. The User acknowledges that they are responsible for all activity linked to their account.

Upon creating their account, the User will receive an email asking for email verification.

If the User forgets their Password, the User will be directed to a password recovery page to recover the account associated with the User’s email address.

2.3 User Conduct  

User is responsible for all activities that occur under User’s account. A User will not, and will not attempt to, do any of the following:

Contract with a VENDOR Service Provider outside of the TENSANO Application;
upload, post, or otherwise distribute or facilitate distribution of any content – including text, communications, video, website, images, sounds, data, or other information – that:

is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, sexually explicit or graphic, or otherwise in violation of this site’s rules or policies; 

infringes any patent, trademark, service mark, trade secret, copyright, moral right, right of publicity, privacy or other proprietary right of any party; 

constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; 

contains website viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any website, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or 

impersonates any person or entity, including any employee or representative of this site, its licensors or advertisers.

harvest or collect information about the users of this site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic email or communications for any other commercial purpose of the User’s own or a third party.
solicit or collect information or attempt to induce any physical contact with anyone 18 years old or younger through the TENSANO Application.;
use or access the TENSANO Application for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
use the TENSANO Application in any way that, in the sole judgment of TENSANO, is objectionable or which restricts or inhibits any other person from using or enjoying the TENSANO Application, or which may expose TENSANO or its Users to any harm or liability of any type, or creates or imposes TENSANO inappropriate load or creates large bandwidth-consuming transactions on the TENSANO Application.

2.4 Suspension or Termination of Use

In addition to any other right or remedy that TENSANO may have under this Agreement or at law, TENSANO may suspend or terminate a User’s access to the TENSANO Application upon receipt of any notice which alleges that the Users has used this site in violation of these Rules and/or for any purpose that violates any local, state, provincial, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault other, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. The User is responsible for any claims, fees, fines, penalties, and other liability incurred by TENSANO or others caused by or arising out of User’s breach of this Agreement or its use of the TENSANO Application.

2.5 User Information

TENSANO will collect, use, store and disclose Personal Information of Users on behalf of Users in its sole and absolute discretion.

2.6 Errors and Corrections

The use of the TENSANO is at the User’s own risk. While TENSANO uses reasonable efforts to include accurate and current information on TENSANO’s Application, Products, and Services, TENSANO does not warrant or represent that the Site, Products, and Services will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. TENSANO reserves the right to correct any inaccuracies or typographical errors on TENSANO’s Site, Products, and Services, including pricing and availability of products and services, and shall have no liability for such errors. TENSANO does not represent or guarantee the truthfulness, accuracy, or reliability of and takes no responsibility and assumes no liability for any content posted, stored or uploaded by User, any user of the TENSANO Application or any third party on, in or to the TENSANO Application, or for any loss or damage arising therefrom, nor is TENSANO liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity User may encounter. 

2.7 Intellectual Property Rights

You understand and agree that the TENSANO Application and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, the Website layout, selection, and arrangement, are owned by the TENSANO, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The TENSANO name, the TENSANO logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the TENSANO or its affiliates or licensors. You must not use such marks without the prior written permission of the TENSANO. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this TENSANO Application are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our TENSANO Application, in any form or medium whatsoever.

Users are not permitted to modify copies of any materials from this TENSANO Application nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the TENSANO Application or any services or materials available through the TENSANO Application.

If you print off, copy, or download any part of our TENSANO Application in breach of this Agreement, your right to use the TENSANO Application will cease immediately. You must, at TENSANO’s option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the TENSANO Application or to any content on the TENSANO Application, and all rights not expressly granted are reserved by the Company. Any use of the TENSANO Application not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

2.8 User Submissions: Grant of Licence

The TENSANO Application may contain interactive functions allowing for User and Vendor Service Provider submissions (each a “Submission”) on or through the TENSANO Application.

None of the Submissions you submit to the TENSANO Application will be subject to any confidentiality by the TENSANO. By providing any Submission to the TENSANO Application, you grant us and our licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any Submission.

By submitting the Submission, you declare and warrant that you own or have the necessary rights to submit the Submissions and have the right to grant the licence hereof to us and our licensees, successors, and assigns to the Submissions and comply with this Agreement. You represent and warrant that all Submissions are true, comply with applicable laws and regulations and this Agreement.

You understand and agree that you, not TENSANO, are fully responsible for any Submissions you submit or contribute. You are fully responsible and legally liable, including to any third party, for the content and accuracy of your Submissions. We are not responsible or legally liable to any third party for the content or accuracy of any Submissions submitted by you or any other user of the TENSANO Application.

3.0 PAYMENT

3.1 Fees

There is no charge to register with us or use the TENSANO Application. TENSANO charges a services fee (“Services Fee”) which is shown in the TENSANO Application upon placing a request for Services (an “Order”). The User agrees to pay all fees or charges listed in the User’s account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is incurred and payable. By providing TENSANO with your credit card number, you agree that TENSANO is authorized to immediately invoice and charge the User’s credit card for all fees and charges due and payable to TENSANO hereunder. No additional notice or consent is required to charge a User’s credit card. TENSANO reserves the right to introduce a fee in the future for downloading the TENSANO Application or creating an account. TENSANO reserves the right to change any Services Fee at any time.

The VENDOR Service Provider contracts directly with the User. The VENDOR Service Provider is solely responsible for any issues or problems that may arise in providing its services. Similarly, the User is solely responsible for paying the VENDOR Service Provider for the services rendered. The VENDOR Service Provider authorizes TENSANO to collect Services Fees on its behalf and remit such Services Fees less any applicable amounts to the VENDOR Service Provider.

All orders, purchases or transactions for the sale of goods or Services made using this TENSANO Application are subject to the terms and conditions of sale presented at the time the purchase is made. Additional terms and conditions may be applicable to parts or features of this TENSANO Application and are hereby incorporated by reference into this Agreement.

Each order the User places for Services is subject to the participating Vendor Service Provider’s availability and the acceptance of the User’s Order. When the User places an Order for Services it is placed through the TENSANO Application and a confirmation will be sent to the User. Please contact us immediately, if the User’s data is not correct through our email address info@tensano.com and TENSANO will make best efforts to help rectify the User’s order. TENSANO is not liable if an email confirmation is delayed, lost, sent to a Spam folder or not delivered for any reason.

A User’s Order cannot be cancelled via the Services. If a User wants to cancel an Order, after they have placed it, they must immediately contact our customer care via email: info@tensano.com . A User’s cancellation should include a User’s order information which includes but is not limited to the VENDOR Service Provider’s name, services name, order time and date, and the reason for cancellation. If the participating Vendor Service Provider accepts the User’s cancellation, no cancellation fee will be charged. If the participating Vendor Service Provider refuses the cancellation for any valid commercial reason, the cancellation will not be accepted, and the User will be responsible for paying the total Services Fee. While TENSANO will make best efforts to process and access refund requests in a timely manner TENSANO cannot guarantee that it will be able to do so, and if the reason that the Order cannot be cancelled and refunded is because TENSANO was unable to action the refund request in time TENSANO does not accept any liability for any costs, direct and indirect, and shall not be responsible for refunding the User. For greater certainty, TENSANO shall not be held responsible for any cancellation fees, penalties, or charges incurred by the User in the event of a cancellation with the VENDOR Service Provider. The User acknowledges that any such fees or costs resulting from the cancellation are the sole responsibility of the User, and TENSANO shall have no liability for these charges.

TENSANO reserves the right to terminate an Order if for any reason TENSANO is unable to process the Order through our TENSANO Application. In such instances, TENSANO will inform the User and TENSANO will refund the Services Fee to the User as soon as possible but within commercially reasonable standards factoring in processing times for credit card vendors.

IF THERE IS ANY ERROR, ISSUE, OR PROBLEM WITH THE USER’S ORDER, THE USER MUST CONTACT THE PARTICIPATING VENDOR SERVICE PROVIDER DIRECTLY TO RESOLVE THE ERROR, ISSUE, OR PROBLEM AND TENSANO DOES NOT ACCEPT ANY RESPONSIBILITY AND/OR LIABILITY FOR RECTIFYING ANY INCORRECT ORDERS AS DESCRIBED HEREIN.

The User acknowledges that their Vendor Service Provider may charge additional fees for additional event services requested but not quoted in the TENSANO Application. The User acknowledges and understands that if the User has paid the Services Fee, there are no refunds.

3.2 Authorization to Charge Credit Card

The User hereby authorizes TENSANO through its payment processor, to charge their credit card or other payment means for Services Fee as displayed during the Order confirmation prompt. This means that the processing of the User’s credit card will be subject to the terms, conditions and privacy policies of the Payment Processor and the User’s credit card issuer in addition to this Agreement.

All credit card transaction payments for Orders are processed through TENSANO via our payment processing partners (“Card Processor(s)”). All Card Processors TENSANO uses are compliant with international credit card payment processing standards. The participating Vendor Service Provider does not have any access to credit card details, and any data which TENSANO may have is solely for used for Order payment fulfillment and payments to participating Vendor Service Providers and is safeguarded with commercially reasonable standards. WHILE TENSANO TAKES ALL COMMERCIALLY REASONABLE EFFORTS TO SELECT REPUTABLE AND INTERNATIONAL STANDARDS COMPLIANT CARD PROCESSORS, TENSANO DOES NOT HAVE ANY RESPONSIBILITY OR LIABILITY, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OF ANY NATURE WHATSOEVER DATA WHICH MAY BE OCCUR THROUGH ANY THIRD-PARTY CARD PROCESSOR’S NEGLIGENCE AND/OR DATA BREACH WHICH MAY BE CAUSED BY HACKING OR INCORRECT DATA HANDLING PROCEDURES BY A CARD PROCESSOR. FURTHER TENSANO DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR ANY COMPROMISED DATA WHICH MAY OCCUR FROM TENSANO DATA LOSSES OR CREDIT CARD INFORMATION IF SUCH DATA IS NOT THE RESULT OF OUR NEGLIGENCE OR FAILURE TO COMPLY WITH COMMERCIALLY REASONABLE STANDARDS FOR DATA PROTECTION.

SAVE FOR ANY VALIDLY AGREED TO AND PROCESSED REFUNDS OF THE PRICE OF THE USER’S ORDER AS SET OUT ABOVE IN THIS AGREEMENT, IN NO EVENT WILL TENSANO, AND/OR ITS VARIOUS PARTICIPATING VENDOR SERVICE PROVIDER PARTNERS, AFFILIATES, LICENSORS, PARTNER COMPANIES, OR OTHER RELEVANT THIRD PARTIES INVOLVED IN FACILITATING THE SERVICES BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO ECONOMIC LOSS, LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THE SERVICES OR ANY FAILURE OR DELAY IN THE OPERATION OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES.

Any dispute relating to fees, cancellations, and refunds between the VENDOR Service Provider and the User will be adjudicated by TENSANO in its sole and absolute discretion. The VENDOR Service Provider and the User undertake to do such things as complying with the determination of TENSANO, including making payments, issuing refunds, and withdrawing stop payment requests made on credit cards.

4.0 VENDOR SERVICE PROVIDERS ARE INDEPENDENT CONTRACTORS

4.1 Relationship of the TENSANO and User

This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture.

4.2 Vendor Service Providers and User Relationship

The VENDOR Service Providers are not employees of TENSANO and are solely independent contractors. The VENDOR Service Provider is solely responsible for the provision, supervision, and direction of the Services provided and shall be responsible for the manner in which the Services are performed, for the method employed in doing the same and for all acts and things done in the performance of the foregoing.

All Vendor Service Providers have or will have their own independent private practice and other than using the TENSANO application to receive and respond to User requests and other administrative agency services, are not in any other way associated with TENSANO.

TENSANO is not responsible for any issues the User may have with respect to the Vendor Service Provider’s conduct, cancellation, advice or information provided, or any other actions.

The User may be required to enter into a separate contract between them and the VENDOR Service Provider who provides the User with a service. The User acknowledges and understands that a service is a standalone Services with a VENDOR Service Provider and that the VENDOR Service Provider will not follow up after the User’s Services.

4.3 Cancellation by Vendor Service Provider

The User acknowledges that even after the VENDOR Service Provider accepts the User’s Services request, the VENDOR Service Provider may not be able to fulfill such Services request due to unforeseen circumstances. TENSANO makes no representation or warranty to the User that any VENDOR Service Provider will be available to provide the User with Services. The User acknowledges that the User’s Services Request may be cancelled at any point in time before the Services occur. TENSANO is NOT responsible for cancellation by the VENDOR Service Provider and any claims that the User may have against the VENDOR Service Provider shall be exclusively instituted against the VENDOR Service Provider.

5.0 TENSANO RESPONSIBILITIES

5.1 Access to Information

During the term of this Agreement, where possible, TENSANO shall respond in a timely basis to all reasonable requests by User for relevant information in support of User accessing the TENSANO Application hereunder.

5.2 Website and Application

To the extent applicable in the performance of any Services, TENSANO shall provide User with the necessary access to use the Website and the TENSANO Application to receive the Services, subject to the terms and conditions of this Agreement and the applicable terms of use. The User hereby acknowledges and agrees that (i) the Website and the TENSANO Application is provided from Canada notwithstanding the location of the User or any User at any time, including during the provision of event Services, and (ii) that the TENSANO Application is a communication system only. 

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, TENSANO MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. THE WEBSITE AND THE TENSANO APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TENSANO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE WEBSITE AND THE TENSANO APPLICATION, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

5.3 Location Collection

The User consents to TENSANO to collect the precise location of the User’s device when the app is running in the foreground or background. If the User shall label certain locations, such as “home” and “work,” TENSANO receive that information.

6.0 CONFIDENTIALITY AND NON-DISCLOSURE

6.1 Confidential Information

The User covenants and agrees that User shall not disclose to anyone any confidential information or use any confidential information provided by TENSANO or a VENDOR Service Provider for any purpose except for receiving Services.

If the User decides to meet in a public place for the Services, the User acknowledges that it would be impossible to preserve any level of privacy, and the User hereby waives any expectations of privacy and confidentiality relating to the User’s Services. Even if the User decides to meet in a non-public place, maintaining a level of privacy that the User is comfortable with remains the User’s sole responsibility.

7.0 INDEMNITY AND LIMITATION OF LIABILITY

7.1 Indemnity

The User agrees to defend, indemnify, and hold harmless TENSANO, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claim, and expenses, including attorney’s fees, that arise from the receipt of Services by the User in connection with the TENSANO Application, or any services, information or products from TENSANO Application, or any violation of this Agreement. TENSANO reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with TENSANO in asserting any available defenses.

7.2 LIMITATION OF TENSANO’S LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL TENSANO BE LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE, THE SERVICES, INCLUDING, WITHOUT LIMITING THE FOREGOING, ANY INFORMATION OR DATA MADE AVAILABLE THROUGH THE SERVICES OR ANY SERVICES PERFORMED BY ANY VENDOR SERVICE PROVIDERS THAT THE USER CONNECTS WITH VIA THE TENSANO APPLICATION (INCLUDING CLAIMS OF VENDOR NEGLIGENCE AGAINST THOSE VENDOR PROVIDERS), EVEN IF TENSANO IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION TO THE FOREGOING, BUT NOT TO LIMIT THE ABOVE IN ANY MANNER, THE MAXIMUM LIABILITY OF TENSANO FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND VENDOR MALPRACTICE), OR OTHERWISE) OF EVERY KIND ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

For greater certainty, but not to limit the above in any manner, in no event will TENSANO, its respective agents, employees, shareholders, officers, directors, contractors, legal advisors ("Representatives"), parent companies, affiliates, subsidiaries, and each of its Representatives, be liable in any manner whatsoever for any damages of any kind, including but not limited to indirect, incidental, consequential, special or punitive damages arising out:

Late, lost, delayed, damaged, misdirected or otherwise, electronic correspondence;
The User’s access, use or inability to use the TENSANO Application or the User’s use of any content on the TENSANO Application;
Any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure (including damages that result from inaccuracy of the information, inconvenience, delay, or loss of the use of the TENSANO application);
Any unauthorized access to or use of TENSANO’s secure servers and/or any and all information stored therein;
Any bugs, viruses, trojan horses, or the like which may be transmitted to or through TENSANO by any third party;
Personal injury or property damage, of any nature whatsoever resulting from the User’s use of the TENSANO Application or the Services of Vendor Service Providers;
Statements, services or conduct of the Vendor Service Providers or any third party; and
All losses, damages, rights, claims and action of any kind in connection with or resulting from registering, enrolling, or participating in the TENSANO Application.

7.3 Third Party Service Providers

The User acknowledges that some parts of TENSANO are reliant on third-party service providers. Because of this the User acknowledges that there may be interruptions in service or events that are beyond TENSANO’s control. The User understands and acknowledges that due to circumstances both within and outside of TENSANO’s control, TENSANO and the User’s access to it may be interrupted, suspended or terminated.

7.4 Waiver of Future Class Action

Except where prohibited by applicable law, the User waives any right the User may have to commence or participate in any class action against TENSANO related to any Claim, and where applicable, the User also agrees to opt out of any class proceedings against TENSANO.

8.0. GENERAL

8.1 Express Consent

By entering into this Agreement, the User expressly consents to receiving electronic messages from TENSANO which messages shall provide information related to the TENSANO Application.  If the User wishes to use the TENSANO Application on a mobile device, such User further expressly consents to the installation of the website (and any updates) required to use the TENSANO Application as an application on mobile devices.  Users may contact TENSANO at the email located on the Website in order to cancel their consent to receive electronic messages and/or website updates at any time. 

8.2 Notices

All notices and communications required or permitted under this Agreement will be sent by email.. For the Users, emails will be sent to the email they used when registering for the Website. For TENSANO, emails shall be sent to: info@tensano.com .

A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Notices will be deemed to have been given upon the next full business day in the Province of Ontario after being sent.

8.3 Time of the Essence

Time shall be of the essence in the performance of the User’s obligations under this Agreement and of every part thereof. No extension or variation of this Agreement shall operate as a waiver of this provision.

8.4 Entire Agreement

This Agreement constitutes the entire agreement of the Parties, and no amendment to the terms of this Agreement will be effective unless in writing. TENSANO may at any time modify the terms of this Agreement by updating these terms. The continued use of the TENSANO Application constitutes acceptance of modifications to this Agreement.

8.5 Assignment or Subcontract

This Agreement may not be assigned or subcontracted (in whole or in part) by the User, and any assignment or subcontract is void ab initio.

8.6 Force Majeure

TENSANO shall not be liable for any delays or failure in performance due to causes beyond its reasonable control, including but not limited to, acts of God, acts of any government, war, natural disasters, strikes, civil disturbance, work refusal, fires, equipment failure or the website or systems of a third party. If such a delay occurs, TENSANO’s performance obligations shall be deemed extended for a period equivalent to the duration of the delay until the performance obligation can be reasonably executed.

8.7 Governing Law

The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute arising hereunder. This agreement and any sales thereunder shall be deemed to have been made in the Province of Ontario and shall be construed and interpreted according to the laws of the Province of Ontario and the applicable laws of Canada. TENSANO and the User expressly exclude the United Nations Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act (Ontario), as amended, replaced or re-enacted from time to time.

8.8 Severability

The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.

8.9 Waiver

The failure of TENSANO to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of TENSANO’s right to assert or rely upon any such provisions.

8.10 Amendments

TENSANO may amend this Agreement, any supplemental terms, or policies related to the TENSANO Agreement from time to time. TENSANO will provide you with notice in the event of a material change to any TENSANO Agreement, by email to the email address specified in your account, or updating the date at the top of this TENSANO Agreement. The amendments will be effective immediately upon posting of such updated the Agreement. Your continued access or use of the TENSANO Application after TENSANO provides such notice constitutes your acceptance of the changes and consent to be bound by the TENSANO Agreement, policies, and supplemental terms, as amended. If you do not agree to the amended TENSANO Terms, policies, or supplemental terms, you must stop accessing and using the TENSANO Application.

8.11 Survival

The terms and conditions of Section 6.0 (CONFIDENTIALITY AND NON-DISCLOSURE), Section 7.0 (INDEMNITY AND LIMITATION OF LIABILITY) and Section 8.0 (GENERAL), as well as any indemnity specified in this Agreement, will survive any termination of this Agreement.

TENSANO VENDOR SERVICE PROVIDER TERMS OF USE

PLEASE REVIEW THE FOLLOWING VENDOR SERVICE PROVIDER TERMS OF USE (“AGREEMENT”). THIS VENDOR SERVICE PROVIDER AGREEMENT FORMS A LEGAL AGREEMENT BETWEEN YOU (THE “VENDOR SERVICE PROVIDER”) AND TENSANO INC. LOCATED AT 18 KING STREET EAST, SUITE 1400, TORONTO, ON, M5C 1C4 WITH FEDERAL INCORPORATION NUMBER 1666930-1 (DOING BUSINESS AS “TENSANO”) AND GOVERNS YOUR ACCESS TO AND USE OF TENSANO’S SEVICE AS A VENDOR SERVICE PROVIDER. PLEASE REVIEW THIS ENTIRE VENDOR SERVICE PROVIDER AGREEMENT BEFORE YOU DECIDE WHETHER TO ACCEPT IT AND CONTINUE WITH THE REGISTRATION PROCESS.

BY CLICKING ON THE " I accept the Terms of Use and the Privacy Policy" BUTTON ON THE REGISTRATION PAGE, YOU AGREE TO BE BOUND BY THIS VENDOR SERVICE PROVIDER AGREEMENT AND THE TENSANO PRIVACY POLICY https://www.tensano.com/privacy-policy. SHOULD YOU NOT AGREE WITH THE FOLLOWING VENDOR SERVICE PROVIDER AGREEMENT, PLEASE DO NOT CLICK "I ACCEPT”.

TENSANO carries on the business of providing clients (each a “User”) with technology to connect the User to you, a vendor (the “VENDOR Service Provider”). This connection is facilitated through the proprietary TENSANO application which is currently offered through its website (the “Website”) and may be offered through a future mobile application (collectively with the “Website”, the “TENSANO Application”). VENDOR service providers are engaged in providing certain types of VENDOR services to Users, including but not limited to, event planners, event rental companies, photographers, videographers, DJs, and live bands, (each, as applicable a “Service”). Each VENDOR Service Provider must be licensed, insured, certified and/or credentialed (individually a “VENDOR Service Provider”, collectively “VENDOR Service Providers”) to provide to Users with the Services they list on the TENSANO Application which they would like to provide to a User (“Services”) in the jurisdiction in which the Vendor Service Provider is permitted to provide those services. 

THIS AGREEMENT SETS FORTH THE TERMS UNDER WHICH TENSANO WILL PROVIDE THE TENSANO APPLICATION. THE VENDOR SERVICE PROVIDER’S ACCESS TO AND USE OF THE TENSANO APPLICATION IS GOVERNED SOLELY BY THE TERMS OF THIS AGREEMENT WHICH SUPERSEDES THE TERMS OF ANY OTHER PRIOR WRITING OR UNDERSTANDING BETWEEN THE PARTIES.  

1.0 INTRODUCTION

1.1 Term and Termination

This Agreement shall remain in full force and effect from the date hereof and shall continue unless and until terminated. This Agreement shall endure to the benefit of and be binding upon the parties and their respective legal or personal representatives, heirs, executors, administrators, successors or permitted assignees. TENSANO may terminate this Agreement at any time without cause by giving the VENDOR Service Provider one (1) day prior written notice after which TENSANO shall cease providing access to the TENSANO Application. The VENDOR Service Provider may terminate their account at any time for any reason by emailing info@tensano.com. TENSANO reserves the right to retain information associated with the VENDOR Service Provider’s account for a period of time before deleting such information. This retention period may be determined based on what is considered reasonable or in accordance with applicable laws.

1.2 Disclaimer

The following disclaimers are made on behalf of TENSANO, other TENSANO VENDOR Service Providers, TENSANO’s affiliates, TENSANO’s Users, and their subsidiaries, parents, successors and assigns, and each of their respective officers, directors, employees, agents, and shareholders.

TENSANO enables a VENDOR Service Provider to provide Services to Users by facilitating the connection between the User and VENDOR Service Provider using the TENSANO Application.

For greater clarity, TENSANO only provides the platform for facilitating the connection between the User and nearby any VENDOR Service Provider. The User contracts directly with any VENDOR Service Provider for any Services. As such, TENSANO is not responsible for any Services rendered by any VENDOR Service Provider to a User and is not responsible for non-payment by the User. The VENDOR Service Provider assigns the collection of fees from the User to TENSANO but in the event of a non-payment by the User, TENSANO shall not be responsible for payment collection for the VENDOR Service Provider.

The VENDOR Service Provider refers to an individual, partnership, or corporation engaged in providing certain types of VENDOR Services in the jurisdiction in which the VENDOR Service Provider has licenses, insurance, certifications and/or credentials to do so for Users. The VENDOR Service Provider with which the User establishes a contract is solely responsible for providing the User with the order Services. TENSANO only acts as a technology platform to connect the User with VENDOR Service Providers who may be interested in providing the User with VENDOR services. TESANO shall not be responsible for confirming that the VENDOR Service Provider the appropriate licenses, insurance, certifications and/or credentials to carry out Services for a User.

The TENSANO Application should not be considered event advice or an endorsement, representation or warranty that any particular services is safe, appropriate, or effective for the User.

TENSANO can be used only in areas where TENSANO offers services which is currently limited to Ontario. TENSANO is void where prohibited by law. TENSANO may modify the TENSANO Application and this Agreement at any time without any notice and in its sole discretion. The continued use of the TENSANO Application constitutes acceptance of modifications to this Agreement. TENSANO may block or prevent access and use to any portion of the TENSANO Application without any notice and in its sole and absolute discretion.

The TENSANO Application is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. TENSANO does not guarantee and does not promise any specific results from the use of the TENSANO Application and/or the Services, including the ability to provide or receive Services at any given location or time. By using the TENSANO Application, the VENDOR Service Provider acknowledges that TENSANO is not a VENDOR Service Provider, nor is it staffed by event personnel.

2.0 VENDOR SERVICE PROVIDER’S USE OF THE TENSANO APPLICATION

2.1 Application and Use

To use the TENSANO Application, the VENDOR Service Provider is required to provide TENSANO with certain information including, but not limited to: their real name, information related to their business entity, display name, social media accounts, website, service listings, payment, information, address, email, and telephone number. The VENDOR Service Provider must be 18 years of age or older and reside in Ontario or another jurisdiction where TENSANO provides services to use the TENSANO Application. TENSANO reserves the right to request confirmation that a VENDOR Service Provider is at least 18 years of age. The VENDOR Service Provider must also create an account and have Wi-Fi or data plan internet access. The VENDOR Service Provider also acknowledges that their wireless provider may have additional charges for text messages or data usage.

Upon accepting the terms of this agreement, TENSANO hereby grants the VENDOR Service Provider a non-exclusive, non-transferable limited license to use and access the TENSANO Application in strict accordance with the terms in this Agreement. The VENDOR Service Provider agrees not to make any false or fraudulent statements as they use and access the TENSANO Application. The VENDOR Service Provider acknowledges and agrees that all content and services available on this site are property of TENSANO and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in Canada and internationally. All rights not expressly granted herein are fully reserved by TENSANO.

Except as may be explicitly permitted, the VENDOR Service Provider agrees not to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from materials from this site. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

The VENDOR Service Provider warrants that they are a resident Canadian and all Services will be provided from Canada.

2.2 Access and Security Guidelines.  

When creating their account, the VENDOR Service Provider will provide their real name, an appropriate display name that will be visible on the TENSANO Application, their real phone number, a valid email address and their business’ social media page(s) or website. The VENDOR Service Provider will also create a password to use in association with the VENDOR Service Provider’s email address for access to and use of the TENSANO Application. The VENDOR Service Provider shall use their best efforts to prevent access to TENSANO’s application through their username and password by anyone other than themselves, including but not limited to, keeping such information strictly confidential, notifying TENSANO immediately if the VENDOR Service Provider discovers loss or access to such information by an unauthorized party and by using a secure Username and Password not easily guessed by a third party. The VENDOR Service Provider agrees that they shall not try to reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, contents or materials on or received via the application. The VENDOR Service Provider also agrees to update their account information as soon as it changes. The VENDOR Service Provider acknowledges that they are responsible for all activity linked to their account.

Upon creating their account, the VENDOR Service Provider will receive an email asking for email verification.

If the VENDOR Service Provider forgets their password, the VENDOR Service Provider will be directed to a password recovery page to recover the account associated with the VENDOR Service Provider’s email address.

2.3 VENDOR Service Provider Conduct  

VENDOR Service Provider is responsible for all activities that occur under VENDOR Service Provider’s account. A VENDOR Service Provider will not, and will not attempt to, do any of the following:

Contract with a User outside of the TENSANO Application;
Usurp any business opportunity or User from TENSANO;
upload, post, or otherwise distribute or facilitate distribution of any content – including text, communications, video, website, images, sounds, data, or other information – that:

is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, sexually explicit or graphic, or otherwise in violation of this site’s rules or policies; 

infringes any patent, trademark, service mark, trade secret, copyright, moral right, right of publicity, privacy or other proprietary right of any party; 

constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; 

contains website viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any website, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or 

impersonates any person or entity, including any employee or representative of this site, its licensors or advertisers.

harvest or collect information about the users of this site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic email or communications for any other commercial purpose of the VENDOR Service Provider’s own or a third party.
solicit or collect information or attempt to induce any physical contact with anyone 18 years old or younger through the TENSANO Application.;
use or access the Website for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
use the TENSANO Application in any way that, in the sole judgment of TENSANO, is objectionable or which restricts or inhibits any other person from using or enjoying the TENSANO Application, or which may expose TENSANO or its VENDOR Service Providers to any harm or liability of any type, or creates or imposes TENSANO inappropriate load or creates large bandwidth-consuming transactions on the TENSANO Application.

2.4 Suspension or Termination of Use

In addition to any other right or remedy that TENSANO may have under this Agreement or at law, TENSANO may suspend or terminate a VENDOR Service Provider’s access to the TENSANO Application upon receipt of any notice which alleges that the VENDOR Service Provider has used this site in violation of these Rules and/or for any purpose that violates any local, state, provincial, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault other, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. The VENDOR Service Provider is responsible for any claims, fees, fines, penalties, and other liability incurred by TENSANO or others caused by or arising out of VENDOR Service Provider’s breach of this Agreement or its use of the TENSANO Application.

2.5 VENDOR Service Provider Information

TENSANO will collect, use, store and disclose Personal Information of VENDOR Service Providers on behalf of VENDOR Service Provider in its sole and absolute discretion.

2.6 Errors and Corrections

The use of the TENSANO is at the VENDOR Service Provider’s own risk. While TENSANO uses reasonable efforts to include accurate and current information on TENSANO’s Application, products, and Services, TENSANO does not warrant or represent that the Site, products, and Services will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. TENSANO reserves the right to correct any inaccuracies or typographical errors on TENSANO’s Site, products, and Services, including pricing and availability of products and services, and shall have no liability for such errors. TENSANO does not represent or guarantee the truthfulness, accuracy, or reliability of and takes no responsibility and assumes no liability for any content posted, stored or uploaded by the VENDOR Service Provider, any VENDOR Service Provider of the TENSANO Application or any third party on, in or to the TENSANO Application, or for any loss or damage arising therefrom, nor is TENSANO liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity the VENDOR Service Provider may encounter. 

2.7 Intellectual Property Rights

You understand and agree that the TENSANO Application and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, the Website layout, selection, and arrangement, are owned by the TENSANO, its licensors, or other providers of such material. These elements are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

If you print off, copy, or download any part of our TENSANO Application in breach of this Agreement, your right to use the TENSANO Application will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the TENSANO Application or to any content on the TENSANO Application, and all rights not expressly granted are reserved by the Company. Any use of the TENSANO Application not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

2.8 User Submissions: Grant of Licence

The TENSANO Application may contain interactive functions allowing for User and Vendor Service Provider submissions (each a “Submission”) on or through the TENSANO Application.

You understand and agree that you, not TENSANO, are fully responsible for any Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any Submissions submitted by you or any other user of the TENSANO Application.

3.0 PAYMENT

3.1 Fees

There is no charge to register with us or use the TENSANO Application. TENSANO reserves the right to introduce a fee in the future for downloading TENSANO or creating an account. TENSANO reserves the right to introduce a subscription fee for VENDOR Service Providers, a dynamic pricing fee, and other fees in the future.

When the User places an order (an “Order”) for Services through the TENSANO Application, the Order will automatically be sent to the requested VENDOR Service Provider. The Order will display the User’s information, the requested VENDOR services (“Services Fee”), and TENSANO’s fee for facilitating the payment (“Brokering Fee”) which will be listed in the Order form. The VENDOR Service Provider can then accept or decline the requested services. Should the VENDOR Service Provider not respond to the request within six days or one day before the start of the requested booking period, then the Order will automatically expire. TENSANO reserves the right to adjust the Services Fee and Brokering Fee in any manner and at any time, as it may determine in its sole and absolute discretion, without notifying the VENDOR Service Provider or User.

TENSANO automatically processes any monies owed to TENSANO under the User agreement via the payment methods outlined in the User’s Registration Confirmation. When a User submits a booking request, a charge is immediately placed on their card. This charge can be held for up to 6 days, during which the booking request may automatically expire and be cancelled if not accepted within this period. If either the Vendor Service Provider or TENSANO cancels the request, the charge is also cancelled. If the Vendor Service Provider or TENSANO operator accepts the request, the charge is captured, and the money is transferred to TENSANO’s Stripe account. TENSANO’s commission fee is then transferred to the platform account and becomes available for use. The remaining balance, representing the Vendor Service Provider's earnings, is held and will be paid for once the transaction is marked as complete. The transaction is marked as complete 2 days after the event date, and Stripe will take an additional 7-10 days to successfully process the payment to the Vendor Service Provider's account. TENSANO reserves the right to change the timing of TENSANO’s billing, and method of payment. If a VENDOR Service Provider wants to cancel an Order, after they have accepted it, they must immediately contact our customer care via email: info@tensano.com.

TENSANO reserves the right to terminate an Order if for any reason TENSANO is unable to process the Order through our TENSANO Application. In such instances TENSANO will make reasonable efforts to inform the VENDOR Service Provider and TENSANO will not pay out the VENDOR Services Provider.

IF THERE IS ANY ERROR, ISSUE, OR PROBLEM WITH THE USER’S ORDER, THE VENDOR SERVICE PROVIDER MUST CONTACT THE PARTICIPATING USER DIRECTLY TO RESOLVE THE ERROR, ISSUE, OR PROBLEM AND TENSANO DOES NOT ACCEPT ANY RESPONSIBILITY AND/OR LIABILITY FOR RECTIFYING ANY INCORRECT ORDERS AS DESCRIBED HEREIN.

3.2 Authorization to Charge Credit Card

All credit card transaction payments for Orders are processed through TENSANO via our payment processing partners (“Card Processor(s)”). All Card Processors TENSANO uses are compliant with international secure third-party credit card payment processing standards. TENSANO does have access to credit card details, and such data, alongside other data which TENSANO may have is solely for used for Order payment fulfillment and payments to participating VENDOR Service Providers and is safeguarded with commercially reasonable standards. WHILE TENSANO TAKES ALL COMMERCIALLY REASONABLE EFFORTS TO SELECT REPUTABLE AND INTERNATIONAL STANDARDS COMPLIANT CARD PROCESSORS, TENSANO DOES NOT HAVE ANY RESPONSIBILITY OR LIABILITY, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OF ANY NATURE WHATSOEVER DATA WHICH MAY OCCUR THROUGH ANY THIRD-PARTY CARD PROCESSOR’S NEGLIGENCE AND/OR DATA BREACH WHICH MAY BE CAUSED BY HACKING OR INCORRECT DATA HANDLING PROCEDURES BY A CARD PROCESSOR. FURTHER TENSANO DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR ANY COMPROMISED DATA WHICH MAY OCCUR FROM TENSANO DATA LOSSES OR CREDIT CARD INFORMATION IF SUCH DATA IS NOT THE RESULT OF OUR NEGLIGENCE OR FAILURE TO COMPLY WITH COMMERCIALLY REASONABLE STANDARDS FOR DATA PROTECTION.

4.0 VENDOR SERVICE PROVIDERS ARE INDEPENDENT CONTRACTORS

4.1 Relationship of the TENSANO and VENDOR Service Provider

This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture.

4.2 VENDOR Service Providers and User Relationship

All VENDOR Service Providers have or will have their own independent private practice and other than using the TENSANO application to receive and respond to User requests and other administrative agency services, are not in any other way associated with TENSANO.

TENSANO is not responsible for any issues the User may have with respect to the VENDOR Service Provider’s conduct, cancellation, advice or information provided, or any other actions.

The User may be required to enter into a separate contract between them and the VENDOR Service Provider who provides the User with a service such as privacy policies or VENDOR service consents.

The User acknowledges and understands that a service is a standalone Services with a VENDOR Service Provider and that the VENDOR Service Provider will not follow up after the User’s Services.

4.3 Cancellation by User

The VENDOR Service Provider acknowledges that even after the User’s Services request, the User may cancel such Services request due to unforeseen circumstances. TENSANO makes no representation or warranty to the VENDOR Servicer Provider that the User will be present for the Services request. The VENDOR Service Provider acknowledges that the User’s Services Request may be cancelled at any point in time before the Services occur. If a User’s Services request is cancelled, the VENDOR Service Provider will not be entitled to any Services Fee or payment for the cancelled Services request.

5.0 TENSANO RESPONSIBILITIES

5.1 Access to Information

During the term of this Agreement, where possible, TENSANO should respond in a timely basis to all reasonable requests by VENDOR Service Provider for relevant information in support of VENDOR Service Provider accessing the TENSANO Application hereunder.  

5.2 Website and Application

To the extent applicable in the performance of any Services, TENSANO shall provide VENDOR Service Provider with the necessary access to use the Website and the TENSANO Application to perform the Services, subject to the terms and conditions of this Agreement and the applicable terms of use. The VENDOR Service Provider hereby acknowledges and agrees that (i) the Website and the TENSANO Application is provided from Canada notwithstanding the location of the VENDOR Service Provider or any VENDOR Service Provider at any time, including during the provision of VENDOR Services, and (ii) that the TENSANO Application is a communication system only. 

5.3 Location Collection

The VENDOR Service Provider consents to TENSANO to collect the precise location of the VENDOR Service Provider’s device when the app is running in the foreground or background. If the VENDOR Service Provider shall label certain locations, such as “home” and “work,” TENSANO receives that information.

6.0 CONFIDENTIALITY AND NON-DISCLOSURE

6.1 Confidential Information

The VENDOR Service Provider covenants and agrees that VENDOR Service Provider shall not disclose to anyone any confidential information or use any confidential information provided by TENSANO or a User for any purpose except for delivering Services.

If the VENDOR Service Provider decides to meet in a public place for the Services, the VENDOR Service Provider acknowledges that it would be impossible to preserve any level of privacy, and the VENDOR Service Provider hereby waives any expectations of privacy and confidentiality relating to the Services. Even if the VENDOR Service Provider decides to meet in a non-public place, maintaining a level of privacy that the VENDOR Service Provider is comfortable with is still the VENDOR Service Provider’s responsibility.

7.0 INDEMNITY AND LIMITATION OF LIABILITY

7.1 Indemnity

The VENDOR Service Provider agrees to defend, indemnify, and hold harmless TENSANO, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claim, and expenses, including attorney’s fees, that arise from the provision of Services by the VENDOR Service Provider in connection with the TENSANO Application, or any services, information or products from the TENSANO Application, or any violation of this Agreement. TENSANO reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the VENDOR Service Provider, in which event the VENDOR Service Provider shall cooperate with TENSANO in asserting any available defenses.

7.2 LIMITATION OF TENSANO’S LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL TENSANO BE LIABLE TO THE VENDOR SERVICE PROVIDER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE, THE SERVICES, INCLUDING, WITHOUT LIMITING THE FOREGOING, ANY INFORMATION OR DATA MADE AVAILABLE THROUGH THE SERVICES OR ANY SERVICES PERFORMED BY ANY VENDOR SERVICE PROVIDERS THAT THE USER CONNECTS WITH VIA THE TENSANO APPLICATION (INCLUDING CLAIMS OF VENDOR NEGLIGENCE AGAINST THOSE VENDOR PROVIDERS), EVEN IF TENSANO IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.

Late, lost, delayed, damaged, misdirected or otherwise, electronic correspondence;
The VENDOR Service Provider’s access, use or inability to use TENSANO or the VENDOR Service Provider’s use of any content on the TENSANO Application;
Any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure (including damages that result from inaccuracy of the information, inconvenience, delay, or loss of the use of the TENSANO Application);
Any unauthorized access to or use of TENSANO’s secure servers and/or any and all information stored therein;
Any bugs, viruses, trojan horses, or the like which may be transmitted to or through TENSANO by any third party;
Personal injury or property damage, of any nature whatsoever resulting from the User’s use of the TENSANO Application or the Services of VENDOR Service Providers;
Statements, services or conduct of the VENDOR Service Providers or any third party; and
Any and all losses, damages, rights, claims and action of any kind in connection with or resulting from registering, enrolling, or participating in the TENSANO Application.

7.3 Third Party Service Providers

The VENDOR Service Provider acknowledges that some parts of TENSANO are reliant on third-party service providers. Because of this the VENDOR Service Provider acknowledges that there may be interruptions in service or events that are beyond TENSANO’s control. The VENDOR Service Provider understands and acknowledges that due to circumstances both within and outside of TENSANO’s control, TENSANO and the VENDOR Service Provider’s access to it may be interrupted, suspended or terminated.

7.4 Waiver of Future Class Action

Except where prohibited by applicable law, the VENDOR Service Provider waives any right the VENDOR Service Provider may have to commence or participate in any class action against TENSANO related to any Claim, and where applicable, the VENDOR Service Provider also agrees to opt out of any class proceedings against TENSANO.

8.0. GENERAL

8.1 Express Consent

By entering into this Agreement, the VENDOR Service Provider expressly consents to receiving electronic messages from TENSANO which messages shall provide information related to TENSANO.  If VENDOR Service Provider wishes to use the TENSANO Application on a mobile device, such VENDOR Service Provider further expressly consent to the installation of website (and any updates) required to use the TENSANO Application as an application on mobile devices.  VENDOR Service Providers may contact TENSANO at the email located on the Website in order to cancel their consent to receive electronic messages and/or website updates at any time. 

8.2 Notices

All notices and communications required or permitted under this Agreement will be sent by email. For the VENDOR Service Provider, emails will be sent to the email they used when registering for the Website. For TENSANO, emails may sent to: info@tensano.com .

8.3 Time of the Essence

Time shall be of the essence in the performance of the VENDOR Service Provider’s obligations under this Agreement and in every part thereof. No extension or variation of this Agreement shall operate as a waiver of this provision.

8.4 Entire Agreement

This Agreement constitutes the entire agreement of the Parties, and no amendment to the terms of this Agreement will be effective unless in writing. TENSANO may at any time modify the terms of this Agreement by updating these terms. The continued use of the Website or the TENSANO Application constitutes acceptance of modifications to this Agreement.

8.5 Assignment or Subcontract

This Agreement may not be assigned or subcontracted (in whole or in part) by VENDOR Service Provider, and any assignment or subcontract is void ab initio.

8.6 Force Majeure

TENSANO shall not be liable for any delays or failure in performance due to causes beyond its reasonable control, including but not limited to, acts of God, acts of any government, war, natural disasters, strikes, civil disturbance, work refusal, fires, equipment failure or the website or systems of a third party. If such a delay occurs, performance obligations shall be deemed extended until the performance obligation can be reasonably executed.

8.7 Governing Law

The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the province of Ontario with respect to any dispute arising hereunder. This agreement and any sales thereunder shall be deemed to have been made in the province of Ontario and shall be construed and interpreted according to the laws of the province of Ontario and the applicable laws of Canada. TENSANO and the VENDOR Service Provider expressly exclude the United Nations Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act (Ontario), as amended, replaced or re-enacted from time to time.