Please read these Terms carefully prior to using the services of MyLoyalWallet. These Terms are legally binding for all the users of MyLoyalWallet and its Services.

DEFINITIONS

MyLoyalWallet Wallet is the system, website, Sites, Services, features, Content, servers of the website, applications or widgets available on the site https://www.myloyalwallet.ca (“Site”), or available applications and widgets thereof.

Client(s)

are MyLoyalWallet Wallet customers and any person to whom customers give access to their MyLoyalWallet Loyalty Program account. Clients are generally in-store retailers providing goods and, or services such as sale of goods and, or services.

Client Content

is called Content provided by Clients.

Client Name

Client’s registered name in MyLoyalWallet Loyalty Program.

Content

is the content on the Sites, Client Sites including all information, likes, tweets, videos, audio clips, marks, logos, designs, pictures, photographs, comments, data, text, software, applications, scripts, graphics, and interactive features, other files, and their selection and arrangement. Intellectual Property Rights means all present and future intellectual and industrial property rights throughout the world conferred by statute, at common law or in equity and wherever existing, including:

● patents, designs, copyright, Moral Rights, rights in circuit layouts, trade marks, know how, brand names, commercial names, domain names, inventions, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;

● any application or right to apply for registration of any of these rights;

● any registration of any of those rights or any registration of any application referred to above; and

● all renewals and extensions of these rights.

● all renewals and extensions of these rights.

Moral Rights

means any rights an individual may have anywhere in the world.

Personal information

is all Users or User related information and data provided by the User to Client Sites, or to MyLoyalWallet, or collected by MyLoyalWallet from the User, or the Client Sites explicitly or implied, including testimonials of Users.

is the part of these Terms as an agreement between you and us. Privacy Policy is the document which stipulates the provisions of how MyLoyalWallet uses, collects, stores, transfers etc. the data and information transmitted to MyLoyalWallet.

Registration Data

data requested by MyLoyalWallet or the Sites for registration or other defined purposes.

Related Parties

are MyLoyalWallet’s affiliates, subsidiaries, their promoters, contractors, advertisers, vendors or other partners, country managers and other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees.

Service or Services

the services provided by MyLoyalWallet.

Sites

the Site or available applications, dashboards and widgets connected to, supplementing, enabling, and providing MyLoyalWallet fully or partially.

Terms and Conditions or Terms

is the entire present document and all other regulations and policies concerning MyLoyalWallet, and the Services.

User

are the individuals using Client Sites.

User Comment

is any information, idea, invention, concept, technique or know-how sent to or posted to MyLoyalWallet, or Client Sites in any public area for any purpose, including the development, manufacturing and/or marketing of products or services incorporating such information.

User Content

is called Content provided by Users.

Acceptance of the Terms

⦁ By using or browsing the Sites in any manner you agree to be legally bound by and you grant full and unlimited approval to these Terms and other referred or pertaining provisions or regulations (such as the Privacy Policy, etc.). Please note that you may not use the Sites if you do not agree, or only partially agree with these Terms.

Please note that MyLoyalWallet reserves the right to modify, amend, or otherwise alter the content, and the provisions of the Terms. You may find further clarification on the modification of the Terms in Section.

Please note that these Terms apply to all users of the Sites, including, without limitation to Clients, Users who are contributors of content, information, and other materials or services of the Sites, Client Sites, individual users of the Service.

The Service

The Service is a standalone point & discount based loyalty software to be operated in client stores and sites. The Service aims to increase and measure the recency, frequency and value of Users’ spends in the client store or site.

Provider

⦁ MyLoyalWallet, the Sites and Service are provided by MyLoyalWallet Inc. (registered seat: Chelsea House, Chelsea Road, St. Michael, Barbados). MyLoyalWallet Inc. is further referred to as “MyLoyalWallet”, “MyLoyalWallet Wallet”, or “we”, “us” or “Provider”. MyLoyalWallet Inc. is also subject to these Terms.

Modification of the Terms and Conditions

⦁ The Provider reserves the right to change or modify the Terms, or any policy or guideline of MyLoyalWallet, at any time and in its sole discretion. If changes or modifications are made, the latest and applicable version of the Terms will be displayed on the Sites.

⦁ Any changes or modifications will be effective immediately upon posting on the Sites, and your continued use or partial use of any part of MyLoyalWallet will be considered as your acceptance. The Terms will always show the ‘last updated’ date at the bottom.

⦁ It is your responsibility to check these Terms periodically for changes. Your continued use of MyLoyalWallet following the posting of any changes to these Terms constitutes acceptance of those changes.

⦁ If you do not agree with the changes, you may cancel your MyLoyalWallet account without further obligation, except any amount due if applicable. If you do not agree to any amended Terms, you must stop using MyLoyalWallet. If you have any questions about the Terms, please contact us.

⦁ Please note that the Privacy Policy of MyLoyalWallet is also displayed on the Sites. The Privacy Policy is an inseparable part of the Terms.

⦁ Please read the Privacy Policy to find out more about the collected information (Personal and Non-Personal), collected information and data on behalf of a Client, use of Personal Information, sharing Personal Information, security of Personal Information, modification, revocation of Personal Information, testimonials, public forums and other related issues.

Fees, Charges, Taxes, Returns

⦁ In addition to the Terms the Client enters into an individual service agreement (“Agreement”) with the Provider.

⦁ Client shall pay a service fee (“Fee”) to the Provider for the continuous use of Service based on the invoice issued by the Provider, pursuant to the following:

⦁ all fees referred to the transaction’s fees (bank fees, state fees, commissions etc.) are to be paid by the party whose duty to pay.

⦁ Fee is exclusive of all taxes, levies or duties imposed by taxing authorities, and the Client shall be responsible for payment of all such taxes, levies or duties, excluding only any federal, provincial or state income taxes. Furthermore it’s the responsibility of the Client to notify the Provider if any change in circumstances (billing name and address, VAT number, etc.), so the correct invoice can be produced to the Client complying with the country’s VAT Law.

⦁ Fee is a fixed monthly upfront charge starting from the launch date of the Service. The level and currency of the final Fee is determined by the mutual agreement of the Client and the Provider.

⦁ Provider reserves the right to re-negotiate the Fee, and such change to the Fee is applicable from the billing period the one after in which the change occurs.

⦁ Fee and charges paid for the Services, unless otherwise specified in writing, are non-refundable. In case of termination, the month of such termination is considered as a full month in terms of payment.

⦁ by signing the Agreement the Provider may also charge a non-refundable setup fee to be paid by the Client. The level and currency of the setup fee is determined by the mutual agreement of the Client and the Provider.

⦁ Client shall pay the Fee and the setup fee within 15 calendar days after the receipt of the invoice via email.

⦁ Fee shall include the costs of the Provider, as well as the price of regular developments and the acquisition of the necessary hardware and software assets but shall not include any developments required by the Client. For such development requests, the Provider shall be entitled for a fee determined separately, on an ad hoc basis, individually, before starting such work.

⦁ In case of exceeding the period of payment the Client shall pay a default interest to the Provider.⦁ You shall not use MyLoyalWallet for any purpose that is prohibited by these Terms or law. You are responsible for all of your activity in connection with MyLoyalWallet. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent an entity, any other self-regulatory code(s) applicable to your industry.

⦁ By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either

(a) take any action or

(b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through MyLoyalWallet, including without limitation any User or Client Content, that:

⦁ infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

⦁ constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);

⦁ is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, pornographic, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by MyLoyalWallet in its sole discretion;

⦁ impersonates any person or entity, including any employee or representative of MyLoyalWallet;

⦁ includes anyone’s identification documents or sensitive financial information; or breaches the Privacy Policy, and/or any of the other policies and rules incorporated herein;

⦁ you know is false, misleading, untruthful or inaccurate;

⦁ contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of MyLoyalWallet or any third party.

⦁ You shall not (directly or indirectly):

⦁ take any action that imposes or may impose an unreasonable or disproportionately large load on MyLoyalWallet’s (or its third party providers’) infrastructure;

⦁ interfere or attempt to interfere with the proper working of MyLoyalWallet or any activities conducted on MyLoyalWallet;

⦁ bypass any measures MyLoyalWallet may use to prevent or restrict access to the Service or MyLoyalWallet (or other accounts, computer systems or networks connected to MyLoyalWallet);

⦁ use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site without MyLoyalWallet’s written consent;

⦁ harvest or scrape any Content from the Service;

⦁ modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Service or Content (other than your User or Client Content), except as expressly authorized by MyLoyalWallet;

⦁ decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of MyLoyalWallet, except to the limited extent applicable laws specifically prohibit such restriction;

⦁ copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;

⦁ otherwise take any action in violation of MyLoyalWallet’s Terms, guidelines and policies.

⦁ We reserve the right to

(i) remove, suspend, edit or modify any Content in our sole discretion, including without limitation any Content at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms), or for no reason at all and

(ii) to remove, suspend or block any Content from MyLoyalWallet.

⦁ We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to

(i) satisfy any applicable law, regulation, legal process or governmental request,

(ii) enforce these Terms, including investigation of potential violations hereof,

(iii) detect, prevent, or otherwise address fraud, security or technical issues,

(iv) respond to user support requests, or (v) protect the rights, property or safety of MyLoyalWallet, its users and the public.

⦁ You agree that all refunds, returns and cancelations of your product or service associated with the use of the MyLoyalWallet Service and your customer will not be reimburse the amount owed to the customer by MyLoyalWallet Inc.

Delivery Policy

⦁ You may browse the Sites and view Content without registering. However as a condition to using certain aspects of the Service, you need to register for MyLoyalWallet. By registering you need to represent, warrant and covenant that you provide MyLoyalWallet with accurate, truthful, and complete registration information (including, but not limited to your name, Client Name, e-mail address and a password you will use to access the Service). You shall keep your registration information accurate and up-to-date. If you fail to do so it shall constitute a breach of these Terms, which may result in immediate termination of your MyLoyalWallet account.

⦁ You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process (Registration Data).

⦁ By registration you shall not

(1) provide any false personal information to MyLoyalWallet or create any account for anyone other than yourself without such person’s permission,

(2) use another person’s Client Name,

(3) use a Client Name or MyLoyalWallet account that is subject to any rights of a person other than you without appropriate authorization; or use a Client Name that is a name that is otherwise unlawful.

⦁ We reserve the right to refuse registration of, or cancel a Client Name in its sole discretion. You are solely responsible and liable for activity that occurs on your MyLoyalWallet account and shall be responsible for maintaining the confidentiality of your MyLoyalWallet password.

⦁ You shall never use another Client’s account without such other user’s prior express permission. You should immediately notify us of any unauthorized use of your MyLoyalWallet account, or other account related security breach of which you are aware.

⦁ You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Services. Accounts registered by ‘bots’ or other automated methods are not permitted.

⦁ MyLoyalWallet is not available to individuals who are younger than 18 years old.

⦁ We may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms or use of MyLoyalWallet is prohibited and, in such circumstances, you agree not to use or access MyLoyalWallet in any way.

Rules and Conduct

⦁ You shall not use MyLoyalWallet for any purpose that is prohibited by these Terms or law. You are responsible for all of your activity in connection with MyLoyalWallet. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent an entity, any other self-regulatory code(s) applicable to your industry.

⦁ By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either

⦁ We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to

(i) satisfy any applicable law, regulation, legal process or governmental request,

(ii) enforce these Terms, including investigation of potential violations hereof,

(iii) detect, prevent, or otherwise address fraud, security or technical issues,

(iv) respond to user support requests, or

(v) protect the rights, property or safety of MyLoyalWallet, its users and the public.

Reliable and Secure Service

⦁Your security is important to us. Therefore MyLoyalWallet and MyLoyalWallet Inc. maintains a reliable and secure environment for your data as much as possible. However, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. By using MyLoyalWallet or the Sites, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Clients, Users, third parties who choose to provide credit card information on Client Sites or Sites accept these risks to the security of that credit card information. Ultimately, credit card data is provided by Clients, Users, third parties and they themselves are responsible for its protection. The Provider and its affiliates are therefore not to be held liable for the loss, damage, misuse or any other harm of credit card data for which we, or MyLoyalWallet has no control of.

Content and Interactive Areas

⦁ All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. MyLoyalWallet cannot guarantee the authenticity of any Content or data, which Users or Clients may provide about themselves. You acknowledge that all Content accessed by you using MyLoyalWallet is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.

⦁ By sending us any Content, you agree that

(i) your Content will automatically become the property of MyLoyalWallet and MyLoyalWallet shall be entitled to the unrestricted use of the Content for any purpose whatsoever, commercial or otherwise, without compensation or attribution to you,

(ii) your Content does not contain the confidential or proprietary information of third parties,

(iii) MyLoyalWallet will consider the Content to be non-confidential and non-proprietary,

(iv) MyLoyalWallet may have something similar to the Content already under consideration or in development, and

(v) MyLoyalWallet will have no obligations concerning the Content, contractual or otherwise (including but not limited to an obligation to keep the Content confidential).

⦁ MyLoyalWallet will not be liable for any errors or omissions in any Content; and that we cannot guarantee the identity of any other Users with whom you may interact in the course of using MyLoyalWallet.

⦁ All provisions pertaining to Content are equally applicable to Interactive Areas and the use thereof.

⦁ You use all the Sites and Interactive Areas at your own risk and you are responsible for their use.

⦁ All Content available on the Sites are used to create and operate the Sites or MyLoyalWallet – other than User or Client Content or Client Sites – is the property of the Provider or its licensors, and is protected by international copyright and intellectual property laws, and all rights to MyLoyalWallet, the Sites, the Content and software are expressly reserved.

⦁ All trademarks, registered trademarks (including ‘MyLoyalWallet’), product names and company names or logos listed in the Sites are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by MyLoyalWallet.

⦁ Your User or Client Content is your responsibility. We have no responsibility or liability for your User or Client Content, or for any loss or damage your User or Client Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove any User or Client Content posted or stored on the Sites, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User or Client Content you post or store on the Sites.

Limited License of Your Client and User Content to MyLoyalWallet.

⦁ Provisions for Clients and Client Content of this section is also applicable to Users and User Content.

⦁ Client Content remains the property of the Client. The Provider’s rights to Client Content are limited to the limited licenses granted in this Section.

⦁ However the Provider needs the right to Client Content to the extent necessary to operate the Sites, and MyLoyalWallet and provide the Services in the present and in the future.

⦁ By posting or distributing or providing Client Content, or permitting the collection of information or data by MyLoyalWallet, you grant the Provider the rights below:

⦁ We may use your Client Content in a number of different ways in connection with the Sites, Service and MyLoyalWallet as we may determine in its sole discretion, including but not limited to, publicly displaying it, reformatting it, incorporating it into marketing materials, advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing other Clients to do the same in connection with their own websites, media platforms, and applications.

⦁ You hereby grant us and our affiliates and subsidiaries worldwide, non-exclusive, royalty- free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Client Content in connection with MyLoyalWallet (and its successors and assigns), including without limitation for promoting and redistributing part or all of the Client Sites (and derivative works thereof).

⦁ You also hereby grant each Client or User of MyLoyalWallet, a non-exclusive license to access your Client Content through MyLoyalWallet, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Client Content in connection with their use of MyLoyalWallet. For clarity, the foregoing license grant to us and the Clients or Users does not affect your other ownership or license rights in your Client Content(s), including the right to grant additional licenses to the material in your Client Content(s), unless otherwise agreed in writing with the Provider.

⦁ You represent and warrant that you own and control all of the rights to the Client Content, information and data that you post and permit us to collect, or you otherwise have the lawful right to collect, post and distribute that Client Content, information and data to or through MyLoyalWallet.

MyLoyalWallet’s Limited License of Content to Clients

⦁ Provisions for Clients and Client Content of this section is also applicable to Users and User Content.

⦁ We grant you a limited, revocable, non-exclusive, license to access the Sites and to view, copy and print the portions of the Content available to Clients on the Sites. The license is subject to these Terms. The license in this Section is revocable at any time.

⦁ Accordingly you represent and warrant that:

⦁ you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content;

⦁ you may not modify or otherwise make derivative works of the Sites or the Content, or reproduce, distribute or display the Sites or any Content (except for page caching) except as expressly permitted in these Terms;

⦁ you may only view, copy and print such portions of the Content for your own use;

⦁ you may not use any data mining, robots or similar data gathering or extraction methods;

⦁ your use of the Sites and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. You may contact us to request permission for uses of Content not included in this license.

⦁ you may not use the Sites or the Content other than for its intended purpose. Except as expressly permitted above.

⦁ Any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, these Terms and your MyLoyalWallet account. Moreover such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.

⦁ Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppels, implication or otherwise.

Infringement

⦁ In case of infringement or notices of probable copyright or other intellectual property infringement on the Sites or servers, we will take appropriate measures to stop all illegal or harmful activities according to the applicable national and international guidelines, regulations and laws. This may include the removal or disabling access to material claimed to be the subject of infringing activity, or the termination of the account upon repeated infringements. In such case MyLoyalWallet will notify the owner or administrator of the affected Client Site or Content to enable a counter notification.

⦁ Claims of alleged copyright, intellectual property or other infringement must be sent to our online help support.

⦁ Misrepresentations made in your notice regarding whether material or activity is infringing may expose you to liability for damages (including costs and attorneys’ fees). Accordingly, if you are not sure whether material available online infringes your copyright, please ask an attorney first.

Links to third-parties

⦁ The Sites may contain links to third-party websites and third-party Content. You use links to third-party website, and any third-party Content or service provided there at your own risk. A link to a third-party website or third-party Content does not imply ours or MyLoyalWallet’s endorsement, adoption or promotership of, or affiliation with, such third-party website or third-party Content. MyLoyalWallet does not monitor or have any control over, and makes no claim or representation regarding, third-party website or third-party Content.

Clients, Promotions and Media

⦁ Clients distribute goods and services provided by Clients and Users may enter or engage with, purchase such goods and services. If you are a User, you acknowledge that Clients are responsible for their goods and services, content, activities, etc. and their regulations, and Clients are responsible for ensuring that such Client Content comply with all applicable laws, rules, and regulations.

⦁ If you get engaged with a Client in any possible way (for example purchase any goods or services on a Client Site or Store), please carefully review the rules provided by the Client including any applicable privacy policy, sales terms and conditions, etc. You acknowledge that MyLoyalWallet is not responsible or liable for the failure of any Client (or any third-party) to comply with the rules, these Terms, conditions, policies, and applicable laws, or regulations governing any Clients. MyLoyalWallet does not sponsor, administer or endorse, and is therefore not liable for any Client Site, Store or Client Content.

⦁ In the event that you choose to provide personally identifiable information for the request of a Client, you acknowledge and agree that MyLoyalWallet may use any information you provide consistent with these Terms, however MyLoyalWallet is not responsible or liable for Clients’ use or distribution of information you provide.

⦁ For Clients, MyLoyalWallet merely facilitates the access of Client Sites,Stores and Client Content. MyLoyalWallet does not provide safeguards ensuring that Clients comply with any law, rule, regulation or policy. You also acknowledge and agree as a Client that you are responsible for ensuring that your Client Sites, Stores and Client Content comply with any applicable law, rule, or regulation and agree to comply with all statements and promises made to Users (except to the extent such statements and promises violate the law). You further agree to indemnify, defend and hold harmless MyLoyalWallet and its parent companies, affiliates, subsidiaries, members, etc. from any and all claims, losses, liability, damages and/or costs (including attorneys’ fees and costs) arising from your use of MyLoyalWallet.

Warranty disclaimer, Limitation of Liability, Indemnity

⦁ MyLoyalWallet and the Services provided by MyLoyalWallet are provided on an “as is” basis without warranties from us of any kind. We expressly disclaim all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non- infringement. We do not represent or warrant that Content is accurate, complete, reliable, current or error-free, and expressly disclaims any warranty of representation as to the accuracy or proprietary character of the Sites or MyLoyalWallet or any portion thereof. We do not represent or warrant that the Sites or MyLoyalWallet are free of viruses or other harmful components, however we do our best to close out any viruses or other harmful components.

⦁ You waive and shall not assert any claims or allegations of any nature against us, or our affiliates arising out of or in any way relating to your use of the Sites or MyLoyalWallet. You use the Sites or MyLoyalWallet at your own risk. Without limitation of the foregoing, neither us nor any of our affiliates shall be liable and is indemnified for any direct, special, indirect or consequential damages, or any other damages, loss of any kind, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Sites or MyLoyalWallet. You agree to limit your claims to claims for monetary damages within the limits identified in these Terms.

⦁ If a court of competent jurisdiction determines that liability of the Provider has arisen, the total of such liability shall be limited in aggregate to fifty (50) US dollars.

⦁ You release us from all liability for you having acquired or not acquired Content through the Sites or MyLoyalWallet. The Sites or MyLoyalWallet may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any Content contained in or accessed through the Sites or MyLoyalWallet, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites or MyLoyalWallet.

⦁ You release us from all liability relating to your connections and relationships with other Clients or Users. You understand that we do not, in any way, screen Clients or Users, nor do we inquire into the backgrounds of Clients or Users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of Clients or Users or the veracity of any information Clients or Users provide. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with MyLoyalWallet, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with Clients or Users or persons you may otherwise meet through MyLoyalWallet. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through MyLoyalWallet, particularly if you decide to meet such individuals in person. For example, you should not, under any circumstances, provide your financial information (e.g., credit card or bank account numbers) to other individuals.

⦁ You shall defend, indemnify, and hold us and our affiliates harmless, and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Sites or MyLoyalWallet or otherwise from your Client or User Content, violation of these Terms, or infringement by you, or any third party using your MyLoyalWallet account, of any intellectual property or other right of any person or entity (save to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of MyLoyalWallet). We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defences.

Communication

⦁Notices that MyLoyalWallet gives you may be provided by:

⦁ emailing you at the contact information you provide in your Registration Data;

⦁ posting a notice to Clients in the dashboard area of their respective accounts on the Sites;

⦁ posting the notice elsewhere on the Sites. When we post notices on the Sites, we post them in the area of the Sites suitable to the notice. However it is your responsibility to periodically review the Sites for notices.

Termination and Inactive Accounts

⦁ Notwithstanding any provision of these Terms, we reserve the right, without notice and in its sole discretion, without any notice or liability to you, to

⦁ terminate your license to use the Sites or MyLoyalWallet, or any portion thereof;

⦁ block or prevent your future access to and use of all or any portion of the Sites or MyLoyalWallet or Content; change, suspend or discontinue any aspect of the Sites or MyLoyalWallet or Content; and

⦁ impose limits on the Sites or MyLoyalWallet or Content.

⦁ All provisions of these Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

⦁ You and we may terminate these Terms and your use of MyLoyalWallet at any time.

⦁ If you terminate your use of MyLoyalWallet, and if applicable, you must pay the Fee applicable for the balance of the then current billing period. When your MyLoyalWallet account is terminated, your Client Content will, shortly thereafter, not appear in your MyLoyalWallet account.

⦁ You acknowledge and agree that MyLoyalWallet has no obligation to migrate or provide assistance in migration of data from your MyLoyalWallet account. Notwithstanding the foregoing, MyLoyalWallet support may help with the transfer of any stored data upon request.

⦁ After thirty days (30) from the date of termination, we take no responsibility for stored data and reserve the right to delete all remaining data. If these Terms expire or terminate for any reason, any representation or warranty you make in these Terms and all other regulatory provisions of these Terms, shall survive indefinitely.

Dispute Resolution/Governing Law

⦁ These Terms shall be governed by and construed in accordance with the laws of Barbados, excluding that body of law relating to conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

⦁ Any disputes by the parties about the use of the Sites, MyLoyalWallet or these Terms shall be settled amicably. The parties agree that any controversy or claim arising out of or relating to these Terms, or the breach thereof, the Court shall have sole jurisdiction which has scope according to MyLoyalWallet Inc.’s registered seat and the applicable law shall be the laws of Barbados, excluding that body of law relating to conflict of laws. For the sake of clarity, nothing in this paragraph shall affect MyLoyalWallet Inc.’s ability to seek from a court injunctive or equitable relief at any time.

⦁ If any arbitration or other proceeding is brought to enforce or interpret these Terms or matters relating to it, the substantially prevailing party, as determined by the arbitrator’s award, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other relief to which such prevailing party is entitled.

Miscellaneous

⦁ If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. If a court of competent jurisdiction determines that any provision of these Terms is invalid, unlawful, void or unenforceable, that provision shall be modified or severed to the maximum extent permitted by law; however, any and all other provisions shall remain valid and be given full force and effect in a valid and enforceable manner to accomplish the purposes of these Terms.

⦁ The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, the Provider must provide you with written notice of such waiver through one of its authorized representatives.

⦁ We may assign any or all of our rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of us, and any such attempted assignment will be void and unenforceable.

⦁ These Terms constitute the entire agreement between you and us regarding your use of the Sites or MyLoyalWallet, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and us regarding your use of the Sites or MyLoyalWallet. The section titles in these Terms are for convenience only and have no legal or contractual effect.

Contact, Questions and Complaints

⦁ If you have any questions or complaints regarding these Terms or your use of the Sites or MyLoyalWallet, please contact us through the available channels listed on https://www.myloyalwallet.ca/contact.

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DEFINITIONS