Last revised: August 9, 2021

These Terms of Service for Merchants is entered into by and between you and RewardUp Inc. ("Company," "we," "us," "our"). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, this "Agreement"), governs your access to and use, including any content, functionality, and services offered on or through the Websites.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE AND TO THE SERVICES. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THIS WEBSITE OR REWARDUP’S SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, THEN YOU MAY NOT USE THIS WEBSITE OR THE SERVICES.

By checking the box or clicking the button next to a link to these terms on any of our sign-up pages, by signing a Registration Form as a you on the Websites, by logging in to your REWARDUP account, by accessing the Websites or by accessing any of the Services (including by means of any API interface), you accept this Agreement on behalf of yourself and any business or organization you represent. Any terms and conditions that may be contained in any acknowledgement, invoice, purchase order or other form you provide are specifically null and void.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICES. As part of REWARDUP’s service, including offline components, REWARDUP will provide you with use of the Services for the duration of the Term. For reference, a Definitions section is included at the end of these Terms of Service.

Privacy, Security, and Disclosure

1. Please also review our Privacy Policy (the “Privacy Policy”), which governs REWARDUP’S collection and use of your personal information. You understand that through your access or use of our Website and any of our Services (defined below), you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of information to the United States and/or other countries for storage, processing, and use by RewardUp.

License Grant & Restrictions

1. REWARDUP hereby grants you a non-exclusive, non-transferable (other than in connection with a permitted assignment pursuant to Section 18) worldwide right to access and use the Services, solely for your own lawful business purposes in accordance with the terms and conditions of the Agreement. All rights not expressly granted to you in this Section 2 are reserved by REWARDUP and its Affiliates. You may not access the Services if you or any of your Affiliates is/are a direct competitor of REWARDUP, except with REWARDUP’s prior written consent, which may be refused in its absolute discretion. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not, except as expressly permitted in the Agreement, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party, whether for remuneration or not, our Intellectual Property Rights, our Services or the Content in any way (ii) modify or make derivative works based upon the Services or the Content; (iii) create external internet “links” to the Services or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, and/or (c) copy any ideas, features, functions or graphics of the Services. You may use the Services only for your own lawful business purposes and, without limitation, shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including, without limitation, material harmful to children or violative of third party privacy rights; (iii) knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) knowingly interfere with or disrupt the integrity or performance of the Services or the software contained therein; (v) attempt to gain unauthorized access to the Services or its related systems or networks; or (vi) use the Services as a service bureau or allow the use of the Services or the software contained therein by or on behalf of third parties, except as specifically permitted in the Agreement.
2. You grant to REWARDUP a non-exclusive, worldwide license and right to display, reproduce and use your trademarks and logos (collectively, “You Marks”) and business description solely in connection with the operation of the Websites. As part of the Websites, you will create rewards programs that you will offer to your customers through the Websites (“Rewards Program”). You represent, warrant and covenant that you will honor any Rewards Programs you offer, even after any expiration or termination of this Agreement. You further represent, warrant and covenant that Rewards Programs will comply with all applicable laws and regulations. You agree to honor your REWARDUP rewards and promotions and can adjust them by notifying REWARDUP in writing at support@rewardup.com. You agree to receive periodic SMS promotions from REWARDUP during use of the Services. You can opt out at any time by contacting us. Following any expiration or termination of this Agreement and if requested by you within thirty (30) days of such expiration or termination, REWARDUP will provide you with any relevant information in REWARDUP’ possession regarding the then-current status of your customers in relation to your Rewards Program.
   
   
3. Your ResponsibilitiesYou shall:
   1. promptly notify REWARDUP promptly of any unauthorized use of any password or account or any other known or suspected breach of security;
   2. report to REWARDUP promptly and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; and
   3. not impersonate another REWARDUP user or provide false identity information to gain access to or use the Services.
   You are responsible for ensuring that your use of the Websites and the Services do not generate a number of spam or other complaints in excess of industry norms. RewardUp may terminate your access to or use of the Websites and the Services if we determine that your level of spam or other complaints is higher than industry norms, as determined by us in our sole discretion. As a matter of privacy, we will not share with you, information about those recipients who complain about your use of the Services or file a spam report against you.You are responsible for all activity occurring under your user accounts and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including:
   1. those related to data privacy, international communications and the transmission of technical or personal data;
   2. the CAN-SPAM Act;
   3. Canada's Anti-Spam Legislation;
   4. any policies and laws related to unsolicited SMS (TEXT) Messages, emails, spamming, privacy, copyright and trademark infringement;
   5. laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your Services or services;
   6. laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective Services or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards;
   7. laws that govern lotteries, sweepstakes, contests and promotions; and
   8. laws that govern the collection of donations and charitable giving.
   You are responsible for determining whether our Websites or Services are suitable for you to use in light of any regulations, such as the Health Insurance Portability and Accountability Act ("HIPAA"), European data privacy laws, or other laws. If you are subject to a particular regulation and you use our Websites or Services, then RewardUp will not be liable if our Websites or Services do not meet those requirements.

Intellectual Property

1. You understand and agree that the Websites and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by RewardUp, 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.
2. RewardUp’s name, RewardUp’s logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of RewardUp or its affiliates or licensors. You must not use such marks without the prior written permission of RewardUp. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Website 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.
3. You may only use the Website for your personal and non-commercial use. 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 Website, in any form or medium whatsoever except:
4. (a)your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and
5. (b)a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.
6. Users are not permitted to modify copies of any materials from this Website 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 Website or any services or materials available through the Website.
7. If you print off, copy or download any part of our Website in breach of this Agreement, your right to use the Website 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 Website or to any content on the Website, and all rights not expressly granted are reserved by RewardUp. Any use of the Website 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.
8. Third Party Service ProvidersDuring use of the Services, you may interact with, or purchase or subscribe to goods and/or services from, a variety of third party providers, including but not limited to the following (hereinafter collectively referred to as “Third Party Service Providers”):
   1. third party applications such as email, SMS/TEXT, Point of Sale (“POS”), social media, BI, and other third party systems that interoperate with our systems to provide you with the Services; and
   2. other third party providers of ancillary software, hardware or services you interact with, or purchase or subscribe to in the process of using our Services.
   REWARDUP does not endorse any Third Party Service Providers. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable Third Party Service Providers. REWARDUP and its Affiliates shall have no liability, obligation or responsibility for any relationship between you and any such Third Party Service Provider. You recognize, that certain Third Party Service Providers may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.Our Services may depend on the continuing availability of Third Party Service Providers’ respective application programming interfaces (“API”). If any of these respective parties ceases to make its respective API or program available on reasonable terms for the Services, REWARDUP may cease providing such Service features without entitling you to any refund, credit or other compensation. REWARDUP provides API only as a matter of integration needs, and in no event shall REWARDUP be responsible for any issue relating to integration with Third Party Service Providers.
9. Charges and Payment of Fees

1. You shall pay all fees or charges to your account in accordance with the fee schedule set forth in the Registration Form. You are responsible for paying for the Services ordered for the entire Term, whether or not the Services are actively used unless non-use is based on continuous unavailability of the Services. Added services based on the increase in the level of services will be subject to additional fees agreed upon between you and REWARDUP and reflected in a written Registration Form. Services added in the middle of a billing month will be pro-rated for that billing month. All pricing terms are confidential, and you agree not to disclose them to any third party other than to your attorneys and advisors.
2. If your business’ registered office is located in Canada, all sums of money which are referred to in the Registration Form and in this Agreement shall be charged in lawful money of Canada, unless otherwise specified.
3. If your business’ registered office is in the United States of America, all sums of money which are referred to in the Registration Form and in this Agreement shall be charged in United States Dollars, unless otherwise specified.
4. Billing; Renewal and Other Fees

1. REWARDUP charges and collects in advance for use of the Services. REWARDUP will invoice you monthly or as otherwise mutually agreed upon in writing. The renewal charge for each billing month shall be the same as that during the prior month unless we have given you written notice of a pricing increase at least 30 days before the end of such month, in which case the pricing increase shall be effective upon renewal and thereafter.
2. REWARDUP’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on REWARDUP’s income. You agree to provide REWARDUP with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name of an authorized billing contact. You agree to update this information within 30 days of any change to it. If you believe your bill is incorrect, you must contact us in writing. Any dispute regarding an invoice must be sent to REWARDUP within 30 days of the date of the invoice, and shall include the amount in question and the reasons why you allege that the invoice is incorrect to be eligible to claim an adjustment or credit, failure of which the invoice shall be deemed to be correct and accepted by you.
3. Free Trial Period

1. REWARDUP may offer you a one-off free of charge trial period (the “TrialPeriod”), in order to experience the features and functionality of our Service. This Trial Period is free of charge for the period described on the Websites. When the Trial Period is over, you will not be eligible for another free trial. If we discover that you have multiple free trial accounts with our Websites, we reserve the right to restrict or terminate any one or more of such accounts of our choice, in our sole discretion. Unless we determine otherwise in our absolute discretion, such termination will involve the deletion of any or all data associated with that account. During Trial Period, you are authorised to access and use the Services solely to the extent allowed by us. You acknowledge and agree that this Agreement is applicable and binding upon you during the Trial Period. To the maximum extent permitted by law, we do not make any binding representations, warranties, commitments or obligations in connection with the Services during any the Trial Period. The Services are provided “as is” and “as available” and, to the maximum extent permitted by law.
2. The Trial Period starts from the creation of a trial account, which is indicated by an approval sent by us to the e-mail address provided by you. The Trial Period is valid for the period described on the Websites unless your use of the Service is terminated earlier in accordance with these Terms. As soon as the Trial Period expires or is otherwise terminated, if you have not upgraded the account to a paid subscription then we may terminate the account and your access to the Services at any time in our absolute discretion, which may involve the deletion of any or all data associated with that account.
3. In-Personal Technical Support

1. REWARDUP retains the right to charge you for travel and out-of-pocket expenses incurred by REWARDUP for any technical support you may require, provided that any such expense have been pre-approved by you in writing and are incurred due to a legitimate need to staff the project with REWARDUP personnel at your physical location.
2. Non-Payment and Suspension

1. In addition to any other rights granted to REWARDUP herein, REWARDUP reserves the right to suspend or terminate the Agreement and your access to the Services if your account becomes delinquent (falls into arrears) and any amounts due are not paid within ten days of your receipt of a notice of non-payment from REWARDUP. Notwithstanding the foregoing, REWARDUP reserves the right to suspend or terminate the Agreement and your access to the Services upon Thirty (30) days’ notice if your account becomes delinquent (falls into arrears) and if any amounts due are not paid when due if two (2) or more consecutive payments or three (3) or more payments within any twelve-month period are not paid when due. REWARDUP reserves the right to impose a reconnection fee in the event the Agreement is suspended and you thereafter request access to the Services, provided that it shall be a requirement of any reconnection that you shall have cured all monetary defaults.
2. Termination upon Expiration

1. The Agreement commences on the Effective Date. The Term will be as mutually agreed upon in a Registration Form. Upon the expiration of the Term, the Agreement will automatically renew for successive renewal terms equal in duration to the Term for a fee determined in accordance with Section 6 above. Either party may terminate the Agreement effective only upon the expiration of the then current Term; provided that written notice of intent to terminate must be provided (i) by REWARDUP to you at least thirty (30) days prior to the date of termination and (ii) by you to REWARDUP at least thirty (30) days prior to the last day of the then current Term.
2. In the event that the Agreement is terminated (other than by reason of your non-payment), REWARDUP will return to you a file of the Customer Data in a machine-readable, non-proprietary format suitable for use for on a personal computer within 90 days of termination. In the event that REWARDUP terminates the Agreement as a result of your breach and you cure such breach within ninety (30) days of the termination, REWARDUP will return to you a file of the Customer Data within sixty (60) days of your request thereafter at its then current rates for such services and after settling any outstanding payments. Notwithstanding any of the provisions of the Agreement, you agree and acknowledge that, other than as specifically set forth therein, REWARDUP has no obligation to retain the Customer Data and may delete such Customer Data after ninety (90) days of termination.
3. Termination Without Cause Without limitation

1. In the event a Third Party Service Provider terminates its agreement with us without notice, REWARDUP, in its sole discretion, may terminate this Agreement with you without notice. In the event of such termination, you will not be responsible for any fees payable following the effective date of such termination but will be responsible to pay any fees payable up to the date of such termination.
2. Termination for Cause Without limitation

1. Any breach of your payment obligations uncured within 30 days receipt of notice thereof or your unauthorized use of the REWARDUP Service will be deemed a material breach of the Agreement. REWARDUP, in its sole discretion, may terminate the Agreement, your password, account and/or use of the Services if you breach or otherwise fail to comply with the Agreement and such breach remains uncured for more than 30 days following your receipt of notice thereof.. You may terminate the Agreement if REWARDUP breaches or otherwise fails to comply with the Agreement and such breach remains uncured for more than 30 days following REWARDUP’s receipt of notice thereof. In the event of such termination, you will not be responsible for any fees payable following the effective date of such termination but will be responsible to pay any fees payable up to the date of such termination.
2. Representations & Warranties

1. Each party represents and warrants that it has the legal power and authority to enter into the Agreement. REWARDUP represents and warrants that it will provide the Services in a commercially reasonable and workmanlike manner consistent with general industry standards. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.
2. Moral Rights

1. You hereby irrevocably waives any moral rights that it may have as of the current date or in the future relative to the Developments, arising from the Copyright Act (Canada), as amended from time to time (or any law replacing such law and having similar effect), or any similar law in any applicable jurisdiction, or in Common Law, to the extent that these rights may be waived in each jurisdiction. These moral rights are waived in favour of REWARDUP, its successors and assigns.
2. Mutual IndemnificationYou shall indemnify, defend and hold REWARDUP, its Affiliates and each such party’s current, future and former Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs on a solicitor/client basis) arising out of or in connection with: (i) a claim alleging that REWARDUP’s authorized use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you of the Agreement, provided in any such case that REWARDUP (a) gives written notice of the claim promptly to you, provided that failure to do so will not affect your indemnification obligation except to the extent you are prejudiced thereby; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle any claim unless you unconditionally release REWARDUP of all liability and such settlement does not affect REWARDUP’s business or Service); (c) provides to you all available information and assistance reasonably requested; and (d) has not compromised or settled such claim. Notwithstanding the foregoing, the provisions of paragraphs (b), (c) and (d) above shall not apply in the event that the claim is brought by REWARDUP or another indemnity party.REWARDUP shall indemnify, defend and hold you and your current, future and former Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs on a solicitor/client basis) arising out of or in connection with: (i) a claim alleging that the Services, or your authorized use thereof, directly infringes or misappropriates the rights (including Intellectual Property Rights) of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by REWARDUP of its representations or warranties; or (iii) a claim arising from breach of the Agreement by REWARDUP; provided in any such case that you (a) promptly give written notice of the claim to REWARDUP, provided that the failure to do so will not affect your indemnification obligation except to the extent that you are prejudiced thereby; (b) give REWARDUP sole control of the defense and settlement of the claim (provided that REWARDUP may not settle any claim unless it unconditionally releases you of all liability and such settlement does not cause you to act or refrain from acting differently, except with respect to the use of the Services); (c) provide to REWARDUP all available information and assistance; and (d) have not compromised or settled such claim. Notwithstanding the foregoing, the provisions of paragraphs (b), (c) and (d) above shall not apply in the event that the claim is brought by you or another indemnity party. Notwithstanding the foregoing, REWARDUP shall have no indemnification obligation, and you shall indemnify REWARDUP pursuant to the Agreement for the following:
   1. claims arising from any infringement arising from the combination of the Services with any of your services, hardware or business combination, except where such combination was expressly or impliedly authorized by REWARDUP or where such claim would have occurred regardless of such processes, and REWARDUP shall always be entitled to defend any claim brought pursuant to this paragraph.
   2. claims arising from end users or any your customers for redemption of the monetary value of any rewards from the gift cards, digital cards, physical reward card, loyalty cards issued by you.
3. Disclaimer of Warranties

1. REWARDUP AND ITS AFFILIATES MAKE NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. REWARDUP AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY SERVICES, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED, LICENSED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF YOUABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY REWARDUP AND ITS AFFILIATES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
2. Limitation of Liability

1. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS AFFILIATES BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SERVICES, ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Local Laws and Export Control

1. The Services and the software and technology used in connection therewith may be subject to Canada’s export controls administered by the Canadian Department of Commerce and other Canadian agencies. You acknowledge and agree that the Services shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries as to which Canada maintains an embargo (collectively, “Embargoed Countries”). The lists of Embargoed Countries are subject to change without notice. By using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed. You agree to comply strictly with all applicable Canadian, U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. REWARDUP and its Affiliates make no representation that the Services is appropriate or available for use in locations other than Canada and the United States of America. If you use the Services from outside Canada or the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Canadian or the United States law is prohibited.
2. Notice

1. REWARDUP may give notice to you by written communication sent by registered mail or by e-mail to your address or e- mail address, as the case may be, on record in REWARDUP’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing (if sent by first class, registered mail or nationally-recognized overnight delivery service), upon delivery if sent by a nationally recognized delivery service, to the address set forth in the Registration Form, or upon receipt if sent by e-mail to the e-mail address set forth in the Registration Form. You may give notice to REWARDUP at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to REWARDUP at 1 Yonge St, #1801, Toronto, ON, M5E 1W7 to the attention of: Chief Executive Officer.
2. Modification

1. REWARDUP may amend this Agreement from time to time due to changes to the Websites or the Services, to account for developments under the law, or for any other commercially reasonable reason. Future performance by us of our obligations under this Agreement is sufficient consideration for any such amendment. Any amendment will only become effective upon notification to you (by email or by posting on our Websites) and, if you do not want to agree to any such amendment, you should stop using the Websites and the Services and contact us to cancel your account.
2. Assignment; Change in Control

1. The Agreement may not be assigned by you without the prior written approval of REWARDUP. The Agreement may be assigned by REWARDUP without your consent. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of REWARDUP directly or indirectly owning or controlling 50% or more of the shares of you (if a corporation) shall be considered to be an assignment for the purposes of this section.
2. General

1. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the courts of the province of Ontario. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and REWARDUP as a result of this agreement or use of the Services. The failure of REWARDUP to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by REWARDUP in writing. This Agreement, together with any applicable Registration Form, comprises the entire agreement between you and REWARDUP and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. REWARDUP may refer to you in advertising or publicity.
2. Survival

1. Sections 4, 12, and 14 of these Terms of Service shall survive any expiration or termination of the Agreement. The Agreement and any amendments thereto may be executed in counterparts. Each such counterpart shall be an original and shall constitute together as one and the same document. The parties agree that a photographic or facsimile copy of the signature evidencing party’s execution shall be effective as an original signature and may be used in lieu of the original for any purpose.
2. Definitions As used in these Terms of Service and in any Registration Forms now or hereafter associated herewith: “Affiliate” means a corporation or other entity which is directly or indirectly controlled by you or which controls you or is under common control with you; corporations or other entities which are Affiliates of the same corporation or other entity shall be deemed to be Affiliates of each other; “Agreement” means the agreement between the parties constituted by these Terms of Service and any Registration Form. “Content” means the audio and visual information, documents, software, Services and services contained or made available to you in the course of using the Services; “Customer Data” means any data, information or material provided or submitted by you to the Services in the course of using the Services; “Effective Date” means the earlier of either the date this Agreement is accepted by signing digitally or in writing, or the date you begin using the Services; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Registration Form(s)” means the form evidencing the initial subscription for the Services and any subsequent order forms submitted in written form, and agreed to in writing by REWARDUP, as may be amended and/or renewed, specifying, among other things, the Plan for which you subscribed for, the applicable fees, the billing period, and other charges as agreed to between the parties. Each such Registration Form shall be incorporated into and become a part of these Terms of Service (In the event of any conflict between the terms of these Terms of Service and the terms of any such Registration Form, the terms of the Registration Form shall prevail.); “REWARDUP” means REWARDUP Inc., a Canadian corporation, having its principal place of business located at 18 Kig St E, #1400, Toronto, ON, M5C 1C4; “Services” means our provision to you of the following services:
   1. initial onboarding of your specifications onto the Websites;
   2. the implementation and integration of the our widget onto your website (if applicable);
   3. general advice concerning the development, operation and use of our software;
   4. ongoing email support;
   5. identifying and controlling software components and changes relating to our software;
   6. monitoring performance of the software; and
   7. any updates, upgrades or subsequent versions of such services released by REWARDUP during the Term or any renewal term, operated and maintained by REWARDUP, accessible via https://www.RewardUp.com or another designated web site or IP address, or ancillary online or offline Services and
   8. any other services provided to you by REWARDUP, to which you are being granted access under this Agreement.
   “Term(s)” means the period(s) during which you are licensed to use the Services pursuant to the Registration Form(s); “You” and “your” mean the signatory to the Registration Form or, if the signatory is entering into the Agreement on behalf of a company or other legal entity, such company or other legal entity.“Websites” means the site https://rewardup.com, our mobile applications, our plug-ins, and our widget embedded by API into software owned and managed by Third Party Service Providers.

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