heymate! for Business General Terms of Use - Canada Terms, excluding the province of Quebec

These heymate!'s CASH BACK Client Retention and Reward Back Programme® General Terms of Use ("General Terms") are hereby accepted and agreed to by the Client identified within the heymate!'s CASH BACK Client Retention and Reward Back Programme® Business sign-up process ("Client"), and constitute a legally binding agreement by and between Client and HEYMATE! REWARDS INC, with the trade name of heymate! ("Company"), a company registered under the laws of British Columbia, with an address of 1075 W Georgia St #1510, Vancouver, BC V6E 3C9 ("heymate!").

These General Terms set forth the terms of use under which Client may establish an heymate! heymate!'s CASH BACK Client Retention and Reward Back Programme®'s QR code and account, which heymate! makes available to Client through the heymate's website in connection with the Cashback feature for Business.

heymate! shall provide Client with notice of any such modifications or updates via email, or by updating the date at the top of these General Terms or the applicable Product Addendum. Client is responsible for ensuring the QR code is furnished by heymate! is visible and conspicuous for all ordinary customers in the Client's premises. The Client would update contact information through the website and app and the Client should review the website and app, General Terms and any applicable Product Addendum for updates and information from heymate!.

Continued use of the heymate! Service after any such modifications or updates shall constitute Client's consent to such changes. Capitalized terms used but not otherwise defined in the General Terms shall have the respective meanings ascribed to such terms in the applicable Product Addendum.

This agreement is governed by the laws of British Columbia, and any disputes arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of British Columbia of Canada.

1. Definitions.

The following terms, as may be used in the Agreement, shall have the meanings set forth below:
"Data Protection Law" means all laws and regulations applicable to the personal data under the Agreement, including as applicable the laws and regulations of Canada, the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the EU General Data Protection Regulation (2016/679) (GDPR).

"Personal Data" means any information in connection with this Agreement that can reasonably be used to identify an individual, or that may otherwise be considered personal data.

"Retail Customer" means any individual or entity that purchases products or services from the Client for personal or household use and not for resale or commercial purposes.

"Company" means heymate!, a corporation organized and existing under the laws of British Columbia with its principal place of business located at 1075 W Georgia St #1510, Vancouver, BC V6E 3C9

"Client" means any individual or entity that has entered into an agreement with the Company for the usage of its products or services, including but not limited to Retail Customers, businesses, and other organizations.

The terms "controller", "data subject", "personal data", "processing" and "processor" as used in this Agreement have the meanings given in the GDPR.

2. Service Provided

heymate! is an online platform designed to provide small businesses and customers a space to spend and earn fairly. Our Cashback feature helps businesses retain clients by offering incentives for repeat purchases. With our fair price system, businesses can list their menu prices transparently, ensuring customers are never overcharged and maintaining transparent fees. This way, heymate! foster trust and fairness in every transaction.

3. Term and Termination.

This Agreement shall commence upon Client's acceptance of the Agreement and shall remain in effect until terminated as set forth herein (the "Term"). Either party may terminate this Agreement with or without cause upon five 14 days' advance written notice to the other party. All outstanding payment obligations under the Terms shall survive the termination of this Agreement.

4. User Account Registration, Obligations and Requirements

4.1 Obligations from the Client.

In accordance with the terms of this Agreement, the Client is required to register for an account ("Account") with heymate! in order to access and use the Application. The following requirements must be met for the registration and maintenance of the Account:

• The Client must provide accurate, current, and complete information as may be prompted by any registration forms on the Application ("Registration Data").
• The Client agrees to maintain and promptly update the Registration Data, and any other information provided to heymate!, to keep it accurate, current, and complete.
• The Client is responsible for maintaining the confidentiality of their Account login information and is fully responsible for all activities that occur under their Account.
• The Client agrees to immediately notify heymate! of any unauthorized use, or suspected unauthorized use, of their Account or any other breach of security.
• Heymate! reserves the right to suspend or terminate the Account of any Business Client who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration and maintenance requirements set forth in this Agreement.

5. Fees, Billing and Redemption Schedule.

5.1 Modus Operandi.

After Retail Customer completes their purchase and payment, Retail Customer scan the QR code at the cashier. This prompts them to create an account using their phone number and set up a password. Next, Retail Customer takes a photo of their receipt and upload it to our platform. Company's system will then automatically recognize the potential redeemable amount. When Retail Customer makes another purchase at Client again, Retail Customer only needs to take a picture of their new receipt and upload it to Company's system.

Company's system will recognize that the amount from the Retail Customer's' previous purchase is ready to redeem at the same business. Company's system will automatically send businesses an invoice detailing the redeemable amounts from returning customers, which is a predetermined percentage ("Cashback Fee") of the total amount of the Retail Customer's previous purchase at the same business. The business can locate their Cashback Fee in their invoice. Company allocate a portion of the Cashback Fee to the customer and retain the remainder as an administration fee. Once the customer's redeemable amount reaches $10 CAD, they can request an e-transfer or direct deposit to receive the money in their account. For the business side, there is no prepayment required. Company's system will automatically handle the cashback amount.

5.2 Frauds or Misrepresentation.

Any fraudulent activity detected in the submission of receipts or other actions intended to manipulate the redeemable amounts will result in the forfeiture of the redeemable amounts in question and may be subject to further actions at the Company's discretion. The Company reserves the right to investigate and determine the legitimacy of any receipts and transactions submitted.

5.3 Redemption.

Once the customer accumulates more than $10 CAD in the available amount, the customer is allowed to encash the money to their personal bank account through an e-transfer or direct deposit request.

5.4 Amendment.

The Company reserves the right to modify, amend, or change any of the terms and conditions outlined in this Agreement, including but not limited to the Modus Operandi, fraud prevention measures, and redemption policies. Any changes will be communicated to Retail Customers and Clients through the Company's platform or other appropriate channels within a reasonable time frame. Continued use of the Company's services following such changes constitutes acceptance of the revised terms of use.

6. Proprietary Rights.

6.1 License to Marks; Restrictions.

The term "Marks" shall mean the trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia of Client ("Licensor"). Client hereby grants heymate! and its Affiliates ("Licensee"), solely during the Term, a limited, royalty-free, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to use and display the Licensor's Marks. All use of a Licensor's Marks by Licensee will be in the form and format approved by Licensor, and Licensee will not otherwise use or modify Licensor's Marks without Licensor's prior written consent. All goodwill related to Licensee's use of Licensor's Marks shall inure solely to the benefit of Licensor. Marks will at all times remain the exclusive property of Licensor. Except as expressly set forth herein, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Licensor. Client hereby grants heymate! the right to display Client's Marks throughout the Term in accordance with this Section: (i) on heymate! Or its Affiliates website, and (ii) in any list of companies describing with whom heymate! or its Affiliates have engaged in similar marketing or promotional activities, as long as such list includes at least two other companies and such use is in compliance with Company's brand guidelines, if any. This right to use Client's Marks shall not require prior written approval and shall continue after this Agreement is terminated, unless Client provides Company with written notice that Client is terminating such right.

6.2 No Development.

EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT. Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between Company and Client prior to the commencement of any such activities.

6.3 Ownership.

Heymate! and its Affiliates are and shall remain the owners of all right, title and interest in and to the website and app, website and its App, and Personal Data including any updates, enhancements and new versions thereof, all data related to the use of the the website, app and Services, and all related documentation and materials provided or made available to Client or any proposed or current Authorised User in connection with this Agreement.

6.4 No Publicity.

Other than as expressly set forth herein, neither party may use or reference the other party's name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.

7. Confidentiality

The term "Confidential Information" shall mean any confidential or proprietary business, technical or financial information or materials of a party ("Disclosing Party") provided to the other party ("Receiving Party") in connection with the Agreement, whether orally or in physical form. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party's knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under this Agreement and (b) it will not disclose the Confidential Information to any third party other than Receiving Party's employees or agents who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure. Receiving Party will protect the Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

8. Privacy and Data Security.

8.1 Roles of Parties.

Each of Client and heymate! (or its Affiliate, as may be applicable from time to time) is an independent controller of the Personal Data. Client will only process heymate!'s Personal Data for administrative purposes, to manage access control and for activity review purposes.

8.2 Compliance with Data Protection Laws.

Each party shall comply with the obligations applicable to it under the Data Protection Law with respect to the processing of Personal Data.

8.3 Restrictions.

Client agrees that any Personal Data obtained in connection with this Agreement shall be used: (i) solely for the purposes set forth in Section 8.1 of these General Terms, or in connection with the use of the heymate! Service, and for no other purpose, unless expressly authorised in writing by heymate!, and (ii) in accordance with the purposes communicated to the data subjects. Client shall not use Company's Personal Data in any way that harms heymate! or its Affiliates or that benefits a competitor of heymate! or its Affiliates. Client agrees that it shall not disclose Company's Personal Data to any third parties, except as necessary for the purposes set forth herein. Client shall not rent or sell Company's Personal Data for any purpose.

8.4 Security.

Client shall implement appropriate technical and organizational measures to protect heymate!'s Personal Data against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure, as well as any breach of Client's security measures ("Information Security Incident").

8.5 Notification.

Client shall promptly notify heymate! in the event that Company learns or has reason to believe that an Information Security Incident has occurred in relation to heymate!'s Personal Data. This notification includes at least: (1) the nature of the breach of security measures; (2) the potentially compromised personal data and data subjects; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Client shall (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide heymate! with assurances reasonably satisfactory to heymate! that such an Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Client, and if heymate!'s! determines that notices (whether in Client's or Company's name) or other remedial measures are warranted, Client shall, at heymate!'s request and at Client's cost and expense, undertake the aforementioned remedial actions.

9. Warranties; Disclaimer.

9.1 Mutual Warranties.

Each party hereby represents and warrants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder, (b) such party's acceptance of this Agreement, as well as such party's performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party, and (c) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin.

9.2 Client Warranties.

Client represents and warrants that (a) Client has all rights and consents, where necessary, to provide heymate! with the Client Personal Data and any other information provided to heymate! hereunder, (b) Client will use heymate! Personal Data solely for legitimate business purposes including business expense, processing, accounting, and budgeting purposes, (c) is in compliance and shall remain in compliance during the Term, with all applicable local, city, state, federal, national, and international laws, rules and regulations, including those relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security; (d) Client will only share and provide access to heymate's Personal Data to Client personnel who have a business need to access such heymate's Personal Data, (e) Client will not disclose heymate's Personal Data to any third party, unless expressly authorised in writing by heymate!, and who are in each case bound by privacy and security obligations regarding heymate's Personal Data at least as restrictive as those contained herein (f) Client will not rent or sell heymate's Personal Data for any purpose not authorised by heymate!, (g) Client will not use heymate's Personal Data in any way that harms heymate! or benefits a competitor of heymate! or its Affiliates, (h) Client's Marks as may be provided to heymate's or its Affiliates pursuant to this Agreement will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party and (i) that Client is not a government or quasi-government entity, or otherwise owned, controlled by, or created by a government entity. Client hereby represents that the individual clicking to accept these General Terms is authorised by Client to bind, and does hereby bind, Client to the terms hereof.

9.3 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, HEYMATE! PROVIDES THE HEYMATE!SERVICE AND HEYMATE'S OR ITS AFFILIATES PROVIDE THE HEYMATE!APP "AS IS" AND WITHOUT WARRANTY. HEYMATE! AND ITS AFFILIATES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE AND ITS APP, HEYMATE! SERVICE, AND HEYMATE!'S APP WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE AND ITS APP, HEYMATE!'S SERVICE, AND HEYMATE! APP WILL BE UNINTERRUPTED OR ERROR FREE. HEYMATE! AND ITS AFFILIATES HEREBY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE WEBSITE AND ITS APP, HEYMATE! SERVICE, AND HEYMATE! APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR fFITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES AND AGREES THAT THE HEYMATE! SERVICE IS A TECHNOLOGY SERVICE THAT CASHBACK FEATURE. HEYMATE! DOES NOT REPRESENT THE CLIENT

10. Indemnification.

10.1 Client (the "Indemnifying Party") will indemnify, defend and hold harmless heymate! (the "Indemnified Party"), its Affiliates and their respective directors, officers, employees, agents, successors and assigns against all claims, damages, losses and expenses (including reasonable outside attorney fees) with respect to any third-party claim arising out of or related to (a) a breach (or claim that, if true, would be a breach) of any of the Indemnifying Party's representations or warranties in this Agreement, or (b) the infringement of a third party's intellectual property rights by the Indemnifying Party's Marks, but only if such Marks have been used by the Indemnified Party in the manner approved by the Indemnifying Party.

10.2 The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party's expense.

11. Limits of Liability.

OTHER THAN WITH RESPECT TO (i) A PARTY'S INDEMNIFICATION OBLIGATIONS IN THE GENERAL TERMS OR ANY APPLICABLE PRODUCT ADDENDUM, (ii) DAMAGES ARISING FROM EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 HEREIN, OR, (iii) DAMAGES ARISING FROM EITHER PARTY'S BREACH OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN THE GENERAL TERMS OR ANY APPLICABLE PRODUCT ADDENDUM, (A) IN NO EVENT SHALL HEYMATE! OR CLIENT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT), SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY COLLECTIVELY ARISING OUT OF THIS AGREEMENT AND ALL PRODUCT ADDENDUM, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF HEYMATE! OR CLIENT (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE COLLECTIVELY UNDER THIS AGREEMENT AND ALL PRODUCT ADDENDUM FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (X) FIFTY THOUSAND DOLLARS ($50,000), AND (Y) THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO HEYMATE! HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE LIABILITY.

12. Dispute Resolution and Governing Law.

12.1 Dispute Resolution.

In the event of any dispute, controversy, or claim arising out of or relating to the Terms of Use, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (a "Dispute"), the parties shall first attempt to resolve the Dispute through good faith negotiation within thirty (30) days of either party notifying the other party of the Dispute.

If the Dispute is not resolved through negotiation within this period, the parties agree to submit the Dispute to binding arbitration. The arbitration shall be conducted in British Columbia, in accordance with the laws of British Columbia. The arbitration shall be conducted by a single arbitrator, mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within fifteen (15) days of initiating the arbitration process, an arbitrator will be appointed by the British Columbia International Commercial Arbitration Centre. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Notwithstanding the above, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights.

The parties agree that any arbitration shall be conducted on an individual basis and not in a class, consolidated, or representative action. If for any reason a Dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

12.2 Governing Law.

This Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without giving effect to any choice or conflict of law provisions or rules that would cause the application of the laws of any jurisdiction other than British Columbia. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts located in British Columbia for the resolution of any disputes arising out of or in connection with this Agreement.

13. General.

13.1 This Miscellaneous clause forms part of the Terms of Use agreed upon between heymate! and the Client and shall be governed by the laws of British Columbia. It is intended to ensure clarity and prevent potential disputes by addressing various general legal considerations relevant to the agreement. It is deemed without regard to its choice or conflict of laws provision.

13.2 Any notice required or permitted to be delivered to Client by this Agreement shall be posted to the Company's website or sent to the email address that heymate! has on file for Client. Any notice required or permitted to be delivered by this Agreement shall be submitted via [email protected].

13.3 Entire Agreement: This Agreement, including the Terms of Use, Service Agreement, and any other documents incorporated herein by reference, constitutes the entire agreement between heymate! and the Client concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

13.4 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.5 Waiver: The failure of either party to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision unless acknowledged and agreed to by the party in writing.

13.6 Notices: All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the addresses set forth in the Agreement or to such other address as either party may have specified in writing in accordance with this provision.

13.7 Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that heymate! may assign this Agreement without consent to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.8 Tax: Each party shall be responsible for the payment of its tax liability arising from these General Terms.

13.9 Act of God or Force Majeure Event: Any delay in or failure by either party in the performance of this Agreement, or a Product Addendum, shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage (each being a "Force Majeure Event"). The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the applicable agreement.

13.10 English shall be prevailed over French: The parties acknowledge that they have required that these terms of use and all related documents be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais. By accepting these terms of use, businesses acknowledge their understanding and agreement to comply with the above stipulations. heymate! reserves the right to modify these terms at any time, and continued use of the platform constitutes acceptance of these changes. Thank you for choosing heymate! as your partner in online business. Together, we will achieve great success.