Terms of Use

Last updated on November 1, 2017

These Terms of Use (the “Agreement”) is a legal agreement between you and Reebee Inc. (“Reebee”) respecting your use of the Reebee application and services as described herein and on Reebee’s website. BY USING THE APPLICATION AND/OR SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this agreement, please contact us at contact@reebee.com.

1. Definitions

1.1. “Services” has the meaning set forth in Section 2 below.

1.2. “Software” means the Reebee application that a user can use on a computer or supported mobile device in order to utilize the Services; the Software may be downloaded or accessed on the Internet.

2. The Services

2.1. What the Services are. Reebee will provide users with the ability to:

(a) view flyers of selected retailers within certain geographical areas, associated with users’ location,

(b) create lists by selecting items from flyers offering selection functionality and by typing in data, and

(c) store such lists on Reebee servers for later reference (the “Services”).

Reebee will collect locational data from your computer or supported mobile device to provide Services to you. You may also elect to create a personal account with Reebee, in which case further information about you may be collected as set out in our Privacy Policy (reebee.com/privacypolicy). The Services are provided subject to the terms and conditions of this Agreement, the Privacy Policy (reebee.com/privacypolicy) and the fees posted for such Services on Reebee’s website (if any), as may be changed from time to time in Reebee’s sole discretion.

2.2. Information you must provide. In order to use the Services, you must:

(a) provide up-to-date, complete and accurate registration information;

(b) where you are obtaining Services subject to a fee, provide up-to-date, complete and accurate credit card information for a credit card that is valid and legally registered to you, or otherwise pay in full or guarantee payment for the Services; and

(c) be at all times in compliance with the terms and conditions of this Agreement and applicable law.

You specifically agree that Reebee may rely on the accuracy of the information provided by you to Reebee, and that Reebee will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Reebee.

2.3. Discontinuing the Services. Reebee reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content, account access, or any promotion offered by Reebee. Reebee may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without notice or liability.

2.4. Third Party Information. Use of the Services will contain references to third parties, links to third party websites or documents, and incorporates information obtained from third parties, such as flyers and retail pricing and/or promotional information. ALL SUCH REFERENCES, LINKS AND INFORMATION ARE PROVIDED “AS IS”. As such third party information is not under the control of Reebee, Reebee is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, timeliness, or legality. Under no circumstance will Reebee be liable for any loss or damage caused by your reliance on information, products or services obtained through the Services, contained in any flyer available through the Services, or contained on a third party linked site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Services, or obtained from a third party linked site. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any third party website accessed through the Services and/or any other agreements entered into between you and such third party.

2.5. Data Collection. You acknowledge and agree that an integral part of the Services entails the collection of information and data respecting your use of the Services to enable Reebee to better provide Services to you and to provide aggregate analytic information respecting users using the Services, including the types of products selected by users to be included on lists, to the retailers offering flyers through the Services. Reebee may provide such information and data to third parties, subject to Reebee’s Privacy Policy (reebee.com/privacypolicy).

2.6. Data Entered By You. You acknowledge and agree that Reebee cannot guarantee data integrity or security, and that it is solely your responsibility to back up any of your information and data (including information and data on lists created by you on the Services) that you create, obtain or use in conjunction with the Services. You acknowledge and agree that Reebee will exercise no control over your use of the Services, and that you are solely responsible for complying with the provisions of this Agreement and all applicable laws respecting your use of the Services, including by obtaining all permissions, where applicable, to include data on lists created by you. Notwithstanding the foregoing, Reebee reserves the right to review any material stored in files or programs on its servers (including lists), and has the right to edit or remove any material that, in its sole discretion, believes may be unlawful, obscene, abusive, or otherwise objectionable and/or to report such material to the appropriate authorities. Reebee reserves the right to revoke service for any abusive conduct or fraudulent use of the Services and to cease the Services, temporarily or permanently, in the event that your use of the Services or the provision of the Services constitutes, in Reebee’s reasonable judgment, a threat to Reebee’s or any third party’s computer systems, networks, files, materials or other data.

3. Your Use of the Services

3.1. Restrictions and Parameters of Use. You agree that:

(a) You will only use the Services in accordance with this Agreement and applicable law;

(b) You will be solely responsible for all activities with respect to the Services undertaken by you;

(c) You will not use the Services for any commercial purposes or for the benefit of any third party;

(d) You represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services, and will provide accurate information to Reebee;

(e) You will not in any way use the Services to transmit harassing, abusive, libelous, illegal or deceptive messages or information, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts;

(f) You will not alter, modify, delete, or otherwise interfere with or in any manner compromise the Services or Software or any content accessible through the Services;

(g) You will cooperate with Reebee and provide information requested by Reebee to assist Reebee and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.

Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.

3.2. Permission to Use Your Submissions. You agree that any suggestions, bug reports or other communications respecting the functionality of the Services that you transmit to Reebee by any means (each, a "Submission"), is considered non-confidential and may be disseminated or used by Reebee or any third party without compensation or liability to you for any purpose whatsoever. By providing a Submission to Reebee, whether for inclusion on the Services or otherwise, you represent and warrant that you have all necessary permissions to grant the licenses herein to Reebee. You hereby grant Reebee, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Services, including without limitation, for promoting, improving and developing the Services. This provision does not apply to personal information that is subject to Reebee’s Privacy Policy (reebee.com/privacypolicy).

3.3. Equipment. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the Services (except for Reebee’s computer systems and networks), including without limitation your computer(s), mobile device(s) and ISP.

4. The Software

4.1. License Grant. Reebee hereby grants you a personal, non-exclusive, revocable, non-transferable license to use the Software in accordance with the terms of this Agreement, solely for the purposes of using the Services for your own direct benefit.

4.2. Restrictions on Software Use. You shall not:

(a) copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;

(b) distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Software, in whole or in part, to any third party on a temporary or permanent basis;

(c) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice);

(d) copy any written materials accompanying any portion of the Software unless specifically authorized in writing to do so by Reebee; or

(e) use the Software in any way inconsistent with the use parameters for the Services;

For the purposes of this provision “copy or reproduce” shall not include copying of statements and instructions of the Software during program execution when used in accordance with and for the purposes described in the user documentation or in the course of making backups of the computer or system on which the Software is installed, in accordance with industry standard business practices.

4.3. Compliance with Laws. You hereby represent and warrant that (i) you are not located in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.

5. Fees for Services

5.1. Payment of Fees. You agree to pay all applicable fees in connection with the Services selected by you. You authorize Reebee to automatically charge you for any and all fees incurred by you for Services. Reebee reserves the right to change its price list and to institute new charges at any time upon notice to you, which notice may be provided by means of updates on Reebee’s website. Your use of the Services following such changes constitutes your acceptance of any new or increased charges.

5.2. Non-Payment. Where your credit card or other payment method is rejected for any reason, you will also be responsible for any fees and charges associated with such rejection. The foregoing shall not limit Reebee’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you shall also be responsible for paying for all reasonable fees and costs incurred by Reebee, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.

5.3. Interest. In addition to any other rights and remedies available to Reebee, Reebee shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment.

6. Privacy and Confidentiality

6.1. Personal Information. Your personal information will be handled in accordance with Reebee’s Privacy Policy (reebee.com/privacypolicy). Notwithstanding the foregoing, Reebee reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request.

7. Intellectual Property Rights

7.1. Ownership of Intellectual Property. You acknowledge that the Software is owned by Reebee, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Software, the Services, or any part thereof. Your only rights to the Software, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.

8. Disclaimer of Warranties

8.1. No Warranty. The Software and Services are provided to you "AS IS" without warranty or conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose, title, non-infringement, security or accuracy. Reebee assumes no responsibility for any errors, omissions or inaccuracies whatsoever in the information provided through the Services or Software. Under no circumstances will Reebee be liable for any loss or damage caused by your reliance on information obtained through use of the Services or the Software. It is your responsibility to evaluate the accuracy, completeness and usefulness of any information provided, and use of the Services and Software is solely at your own risk. Reebee has no special relationship with or fiduciary duty to you, and you acknowledge that Reebee has no control over, and no duty to take any action regarding any acts or omissions taken by you or any advertiser or retailer using the Services, including without limitation: (a) what material you access on or through the Services, or (b) how you may interpret or use materials accessed through the Services, or (c) the promotions, products or services offered by any advertiser or retailer providing flyers through the Services, or (d) the data you input and the lists you create. Reebee makes no representations or warranties whatsoever concerning any information obtained through the Services, and Reebee will not be responsible or liable for the accuracy, copyright compliance, legality or decency of any material contained in or accessed through the Services. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.

9. Limitation of Liability

9.1. Damages. The only type of damages that can be recovered against Reebee arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising from Reebee’s gross negligence or wilful misconduct. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software is to uninstall and cease use of such Software.

9.2. No Liability. Except for the limited direct damages specified above, to the maximum extent permitted by law, in no event shall Reebee be liable for any damages whatsoever (including, without limitation, indirect, special, incidental, exemplary or consequential or punitive damages) whether or not such damages were foreseen or unforeseen including without limitation the use of or inability to use the software or services, even if Reebee has been advised of the possibility of such damages.

10. Indemnification

10.1. Your Responsibility for Claims. You agree to indemnify, defend and hold harmless Reebee, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your access to the Services, the Software, and any content obtained by you through the Services or Software, (b) your use or misuse of the Services and/or Software, (c) any breach of this Agreement by you, or (d) your violation of any third-party rights or any applicable laws. Reebee reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Reebee, at your expense, in asserting any available defences.

11. Termination

11.1. Your Termination. You may terminate this Agreement at any time upon notice to Reebee. Upon any termination of this Agreement for any reason (whether by you or by Reebee), you must cease all use of the Services and Software and destroy and/or permanently delete all copies of the Software in your possession.

11.2. Reebee’s Termination. Reebee reserves the right, in its sole and complete discretion, to revoke your authorization to use the Services at any time with or without cause, for any reason or no reason. Upon termination of your account, your right to use the Services and/or access any materials through the Services will immediately cease. Any fees paid by you are non-refundable. All restrictions contained in this Agreement shall survive the termination of your right to use the Services.

11.3. Reebee’s Rights on Termination. Without limiting other remedies, Reebee may limit your activity, warn other users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement; (b) Reebee is unable to verify or authenticate any information you provide; or (c) Reebee believes that your actions may cause financial loss or legal liability for you, other users or Reebee.

11.4. No Exclusive Remedy. The above-described actions are not Reebee’s exclusive remedies and Reebee may take any other legal, equitable or technical action it deems appropriate in the circumstances. Reebee will not be liable for any damage caused by the termination of this Agreement.

12. Third Party Application Stores and Servers

12.1. Third Party Application Store Terms and Conditions. If you have obtained the Software through a third party application store, such as Google Play Store, BlackBerry App World, Amazon Appstore or Apple iTunes or App Store (the “Third Party App Store”), you are subject to all terms and conditions imposed by such third parties in relation to your download of the Software and/or use of the Services, as applicable. Such Third Party App Store may impose additional restrictions, or may have additional rights, in relation to your use of the Software or Services, such as removal of the Software from your mobile device; it is solely your responsibility to ensure that you are aware of the terms and conditions imposed by the Third Party App Store from which you downloaded the Software, and to comply with such terms and conditions. To the limited extent that this Agreement is less restrictive than the usage rules or terms and conditions for software downloaded from a Third Party App Store, or is in direct conflict with, the Third Party App Store terms of service or like agreement as they relate to your obligations to the Third Party App Store and Reebee, the usage rules of the Third Party App Store shall apply.

12.2. Third Party Liability. Although the Software is being made available to you through Third Party App Stores, You acknowledge that this Agreement is concluded solely between you and Reebee, and not with the Third Party App Store, and the Third Party App Store shall have no responsibility whatsoever respecting the Services, Software and the content thereof (including without limitation in relation to the sale, distribution or use thereof, or the performance or non-performance thereof).

12.3. Third Party Beneficiaries. Each Third Party App Store from whom you have downloaded the Software is a third party beneficiary of this Agreement, and, upon your acceptance of the terms and conditions of this Agreement, such Third Party App Store will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. With respect to BlackBerry App World, such third party beneficiaries shall also include airtime service providers (which for clarity includes telecommunications carriers), and any MoR (as defined in the BlackBerry App World™ Vendor Agreement) making the Software available through its Kiosk.

12.4. Third Party, Extra-Jurisdictional Servers. You acknowledge that, due to the nature of the Services, information or data uploaded to the Services may be hosted on servers residing in jurisdictions other than Canada, over which Reebee has no direct control. By using the Services, you acknowledge that its information and data may become, during the period that they are hosted on such servers, subject to the laws of the jurisdiction in which those servers reside and/or to the terms of agreements respecting the hosting of data on such servers. Although Reebee has made reasonable efforts to verify that its agreements with such server providers are reasonably protective of your data, you acknowledge that Reebee has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release Reebee from all liability for any governmental or third party action taken in such jurisdictions with respect to such data and/or the servers on which such data resides.

13. General Provisions

13.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement.

13.2. Governing Law. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.

13.3. Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.

13.4. English Language. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

13.5. Age Restriction. If you are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement and download, install or use the Software. Furthermore, if you are residing in a jurisdiction where it is forbidden by law to use Software or Services of this type, you may not enter into this Agreement and you may not download, install or use the Software. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction if your use of the Software and Services is allowed.

13.6. Electronic Agreement. You acknowledge and agree that by clicking on the "I AGREE" button (or similar buttons or links as may be designated by Reebee to show your acceptance of this Agreement and/or your agreement to download, install or otherwise access and use the Software), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any 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

14. Contact

14.1. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Reebee or its business, please contact Reebee via Email or Mail at:

Email:

contact@reebee.com

Mail:

Reebee Inc.

305 King St West Suite 902

Kitchener Ontario, N2G 1B9

Canada

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