MEMBER TERMS & CONDITIONS

Acceptance of the Member Terms and Conditions

These member terms and conditions for Trovy Inc. constitute a legal agreement and are entered into by and between you ("you", "your", "Member") and Trovy Inc. ("Company," "we," "us," "our", "trovy"). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these "Terms and Conditions"), govern the Member's access to and use of, including any content, functionality, goods, and services offered on or through www.trovy.ca (the "Member Website").

BY USING THE MEMBER WEBSITE OR BY CLICKING TO ACCEPT THESE TERMS AND CONDITIONS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH: (I) THESE TERMS AND CONDITIONS, AND (II) OUR PRIVACY POLICY, FOUND AT https://www.trovy.ca/privacy-policy, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE MEMBER WEBSITE.

By using the Member Website, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Member Website.

Modifications to these Terms and Conditions and to the Member Website

We reserve the right in our sole discretion to revise and update these terms and conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Member Website. You agree to periodically review the terms and conditions in order to be aware of any such modifications and your continued use shall be your acceptance of these.

The information and material on this Member Website may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Member Website, or all or any part of any goods or services offered through this website, is restricted to some or all Members, or unavailable at any time or for any period.

Your Use of the Member Website and Account Set-Up and Security

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. Members are responsible for obtaining and maintaining their own login credentials and access to the Member Website. The Member Website, including Merchant Materials (as defined herein) or other content or areas of the Member Website, may require additional Member registrations, opt-ins, or information. It is a condition of your use of the Member Website that all the information you provide on the Member Website is correct, current, and complete.

Unfortunately, the transmission of information via the Internet or other wired or wireless networks is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to or across our Member Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Member Website.

Your provision of registration information and any other submissions you make to the Member Website through any functionality such as applications, e-mail, QR codes, personal or interest group web pages, profiles, forums, and other such functions (collectively, "Interactive Functions") constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy, found at https://www.trovy.ca/privacy-policy.

Access to portions of the Member Website or to certain Merchant Materials may require additional Member registrations, opt-ins, or information, including the provision of an email address, telephone number, username, or password. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer or network so that others are not able to view or record or gain unauthorized access to your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Member Website or portions of it using your username, password, or other security or personal information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable, suspend, or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms and Conditions.

You are prohibited from attempting to circumvent and from violating the security of this Member Website, including, without limitation: (a) accessing any content or data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Member Website owner's ability to monitor the Member Website; (f) using any robot, spider, or other automatic device, process, or means to access the Member Website for any purpose, including monitoring or copying any of the material on the Member Website; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful or could (directly or indirectly) overwhelm, disable, or slow the functionality of the Member Website for others; (h) attacking the Member Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Member Website.

Intellectual Property Rights and Ownership

You understand and agree that the Member Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by the Company, 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.

Subject to the terms of the license granted herein, the Merchant Materials, as well as the corporate and/or business names, logos, product and service names, designs, images, and slogans, trademarks, copyrights, trade names, trade secrets, and other intellectual property of all Merchant Partners (as herein defined) and Provider Partners (as herein defined), and the Company (the "Marks") are the sole and exclusive property of such Merchant Partners, Provider Partners, the Company or their respective licensors (each as applicable in each circumstance). You must not use such Marks without the prior written permission of the respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You may only use the Member Website for your personal, non-commercial use, and lawful use. You may 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 the Member Website, in any form or medium whatsoever except: (a) your computer and browser may temporarily store or cache copies of materials being accessed and viewed; (b) a reasonable number of copies may be printed keeping any proprietary notices thereon, which may only be used for personal, non-commercial, and lawful use and not for further reproduction, publication, or dissemination of any kind on any medium whatsoever; and (c) in the event social media platforms are linked to certain content on the Member Website, you may take such actions as our Member Website and such third-party social media platforms permit.

Except as expressly noted herein, Members are not permitted to modify copies of any materials from this Member Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Member Website. You must not access or use for any commercial purposes any part of the Member Website or any services or materials available through the Member Website.

If you print, copy, or download any part of the Member Website in breach of these Terms and Conditions, your right to use the Member 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 Member Website or to any Merchant Materials or other content on the Member Website, and all rights not expressly granted are reserved by the Company and/or its licensors. Any use of the Member Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

Conditions of Use and Site Content Standards

As a condition of your access and use of the Member Website, you agree that you may use the Member Website only for lawful purposes and in accordance with these Terms and Conditions. Without limiting the foregoing, you warrant and agree that your use of the Member Website shall not: (a) in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of goods, data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy found at https://www.trovy.ca/privacy-policy; (b) in any manner violate the terms of use of any third-party website that is linked to the Member Website, including but not limited to, any third-party social media website, or website of any Merchant Partner or Provider Partner, or access or use their websites in violation of any terms and conditions thereon; (c) include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms and Conditions or applicable laws; (d) impersonate or attempt to impersonate the Company, a Company employee, Merchant Partner, Provider Partner (or any employee, agent, contractor, or representative thereof), another Member, or any other person or entity (including, without limitation, by using email addresses or screen names or other identifiers associated with any of the foregoing); (e) transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation; (f) encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Member Website, or which, as determined by us, may harm the Company or Members of the Member Website, or Merchant Partners, or Provider Partners, or expose any of them to the risk of injury (including financial injury), harm (including financial harm), or liability; (g) promote any illegal activity, or advocate, promote, or assist any unlawful act; (h) give the impression that they originate from or are endorsed by us or any other person or entity, including other Members, Merchant Partners, or Provider Partners, if this is not the case.

Merchant Materials

This Member Website may feature a variety of audio, visual, written, and other materials about our Merchant Partners (collectively, the "Merchant Materials"), all of which are prepared and provided for Members' personal use. Access to and use of the Merchant Materials are permitted solely to Members pursuant to the express and implied licenses in these Terms and Conditions.

Cashback Rewards Program Overview

Overview

Trovy's cashback rewards program (the "Program") allows eligible Members to earn cashback rewards ("Cashback") on qualifying purchases made at participating Merchant Partners through the Member Website. Cashback earned through the Program is stored digitally and may be redeemed on future purchases at that same participating Merchant Partner, subject to the terms outlined herein. Cashback, and the Program are for the personal non-commercial use of the Member only.

Definition of Cashback

For the purposes of this Program, "Cashback" refers to store credit issued by a participating Merchant Partner to a Member for use on future purchases at that same participating Merchant Partner. Cashback may be redeemable at any location within the participating Merchant Partner's chain of stores or where the participating Merchant Partner explicitly permits. Cashback may be offered in the form of a fixed percentage of a qualifying transaction amount (e.g., 10% back on a $100 purchase = $10 Cashback), which may be subject to a cap or other rules, restrictions, and limitations; or a fixed dollar amount (e.g., $5 back on purchases over $50), depending on the merchant's campaign structure.

All Cashback values, eligibility criteria, and usage rules are determined by the participating Merchant Partner and communicated to the Member at the time of issuance via SMS or as otherwise determined by the participating Merchant Partner.

Membership and Enrollment

To participate in the Program, individuals must first sign up to be Members. Enrollment typically occurs through a participating Merchant Partner-branded referral page, often accessed in-store via QR code. Upon completing the sign-up process, Members may then "subscribe" to the Cashback loyalty programs of participating Merchant Partners. Subscribing to a participating Merchant Partner's program enables eligibility to earn Cashback from that participating Merchant Partner, provided that any additional spend thresholds, conditions, or requirements are met.

Members may view and manage their loyalty program subscriptions, Cashback balances, and transaction history at any time by logging into the trovy Member Dashboard at www.trovy.ca/dashboard.

Earning Cashback

Eligible purchases made at participating Merchant Partner locations may qualify for Cashback as defined by that participating Merchant Partner's specific criteria. Cashback amounts and earning thresholds are determined solely by the participating Merchant Partner and may vary by campaign or promotional period or for any other reason. Cashback is calculated based on the net purchase value after discounts, taxes, and other applicable fees.

Notification and Tracking

Following a qualifying purchase, Members will receive a text message (SMS) confirming the amount of Cashback earned and instructions for redemption. trovy uses SMS as its primary method of communication; however, Members may also receive emails about their Cashback status, merchant offers, or platform updates. Cashback balances, transaction history, and loyalty subscriptions are also available in the trovy Member Dashboard at www.trovy.ca/dashboard.

Members may opt out of SMS communications at any time by replying "STOP" to any trovy message. Doing so will disable all SMS communications from trovy, including updates from any subscribed participating Merchant Partner loyalty programs. Cashback balances will remain intact, but Members will no longer receive SMS-based reward confirmations, redemption reminders, or promotional messages. Members can resume SMS communications at any time by replying "START" to a previous thread.

Members may also unsubscribe from promotional emails via the unsubscribe link included in each email. Unsubscribing from emails will not affect SMS delivery or access to Cashback rewards.

By participating in the Program, Members also consent to receiving promotional communications—via SMS or email—from other participating Merchant Partners within the trovy ecosystem. These messages may include special offers, Cashback opportunities, or other announcements. Members may opt out of such communications at any time by replying "STOP" to SMS messages or unsubscribing via the link provided in emails.

Redeeming Cashback

Cashback is redeemable exclusively at the participating Merchant Partner who issued it, in accordance with that participating Merchant Partner's redemption policy and other terms and conditions. This may include any of the participating Merchant Partner's physical or online locations as explicitly permitted by the participating Merchant Partner. Cashback has no cash value, is non-transferable, and cannot be exchanged for currency or used at other merchants, including other Merchant Partners. Redemption windows, minimum spend requirements, and other terms and conditions may apply, as determined by the participating Merchant Partner.

During the redemption process, Merchant Partners may request the Member's telephone number and first name in order to validate their Cashback balance and apply the reward. Merchant Partners reserve the right to decline Cashback redemptions if they suspect fraud, misuse, or ineligibility based on their policies, or for other reasons. Redemption details can be viewed through the Member Dashboard and are also communicated via SMS.

Returns and Adjustments

If a Member returns or cancels a purchase for which Cashback was earned, the associated Cashback may be forfeited. Each participating Merchant Partner has discretion to determine how returns impact Cashback balances and whether any portion of the Cashback should be adjusted or revoked. By default, Cashback is not reinstated on returned purchases unless otherwise stated by the merchant.

Merchant Participation and Platform Exit

Cashback is valid only while the issuing participating Merchant Partner remains active on the Member Website. If a participating Merchant Partner discontinues its participation in the Program or exits the Member Website, any unredeemed Cashback associated with that participating Merchant Partner will be forfeited and deemed void. trovy is not liable for any Cashback rendered unusable due to the acts or omissions of any Merchant Partner, including deactivation, exit, or business closure.

Program Conditions

Cashback must be redeemed within the specific expiration period set by the issuing participating Merchant Partner, as communicated at the time of reward issuance. trovy does not control expiry timelines or any other terms and conditions set or defined by participating Merchant Partners.

Cashback is for personal, non-commercial use only.

trovy is a facilitator of the Program and is not the issuer or guarantor of any Cashback reward. All Cashback is offered, managed, and fulfilled solely by the participating Merchant Partner who issued it. trovy bears no responsibility or liability for the acts or omissions of Merchant Partners, including for refusals or failures to honor Cashback rewards for any reason whatsoever.

Fraudulent or Abusive Behavior

trovy reserves the right to revoke Cashback, suspend or terminate a Member's participation in the Program if fraudulent, abusive, or suspicious activity is detected. This includes, but is not limited to, misrepresentation of identity, manipulation of earning criteria, or unauthorized use of another Member's contact information or Cashback.

Transfer and Sharing of Accounts

Member accounts and earned Cashback may not be sold, transferred, or shared with others. Cashback is linked to the specific telephone number provided at the time of the qualifying purchase and is non-transferrable across individuals, including Members, or accounts.

Inactivity and Account Closure

trovy reserves the right to expire Cashback or deactivate Member accounts that remain inactive (i.e., no Cashback earning or redemption activity) for a continuous period of twelve (12) months, except to the extent otherwise required by applicable law.

Technical Errors and Discrepancies

In the event of technical errors, miscalculations, or system outages that affect the earning or redemption of Cashback, trovy reserves the right to correct Cashback balances and communications. trovy is not responsible for rewards not earned or redeemed, whether due to system interruptions, connectivity issues, third-party POS errors, or for any other reason whatsoever.

Legal Compliance

Participation in the Program is subject to all applicable federal, provincial, and local laws and regulations. Cashback may not be earned or redeemed in jurisdictions where such programs are prohibited or restricted.

Certain provinces in Canada have specific rules that govern loyalty rewards and store credit programs, which may impact how Cashback can be issued, expired, or communicated.

• Expiry and Dormancy Rules: Cashback issued through the Member Website is typically tied to a promotional campaign set by a Merchant Partner, with a defined earning window and an expiry date for redemption. These expiry dates are a function of the offer itself and are clearly communicated to Members at the time of issuance. While some provinces—such as Ontario and Québec—have consumer protection rules concerning the expiry of gift cards or stored-value balances, these typically do not apply to promotional rewards issued with advance disclosure and specific usage timelines. Merchant Partners are responsible for ensuring that their Cashback campaigns are structured in accordance with any relevant local requirements.
• Gift Card and Loyalty Program Treatment: Some provinces apply similar consumer protection rules to Cashback as they do to gift cards. These may include restrictions on dormancy fees, requirements for transparency around expiry, and guidelines on handling unused balances. Merchant Partners are responsible for ensuring that their Cashback campaigns are structured in accordance with any relevant local requirements.
• Marketing and Communications Compliance: trovy supports compliance with Canadian anti-spam and consumer protection regulations by providing standard opt-out tools, such as "STOP" via SMS and unsubscribe links in emails. Merchant Partners are responsible for ensuring their Cashback programs and associated communications meet any applicable local requirements.
• Tax Considerations: Cashback earned through the Program is typically treated as a discount and is not considered taxable when used for personal purchases. Merchant Partners and Members are responsible for determining any tax obligations that may apply depending on how rewards are used.

Each Merchant Partner is responsible for ensuring that their Cashback policies, including expiry, comply with relevant laws in the jurisdictions in which they operate. trovy acts as a facilitator of the Program and is not responsible for enforcing compliance with provincial regulations.

Program Changes and Future Developments

trovy and participating Merchant Partners reserve the right to modify, suspend, or terminate the Program, or their participation in the Program, or individual Cashback offers, at any time without notice. Continued participation in the Program by a Member constitutes acceptance of any changes to trovy's Terms and Conditions, as well as to any changes in the terms and conditions of Merchant Partners.

In the future, trovy may introduce additional features or functionalities that enhance, evolve, or alter the Program as trovy deems appropriate in its sole discretion, such as for non-exhaustive illustration allowing Members to earn or redeem rewards across a broader network of participating Merchant Partners or through a unified digital currency issued by trovy. By enrolling in the Program, Members consent to be automatically enrolled in such expanded reward ecosystems if and when they are introduced, subject to any requirements under applicable laws, including the right to opt out of certain features and functionalities in certain circumstances. Members will not be required to opt in again, but may choose to opt out of future features if such an option is provided.

As a term of the license granted herein, you acknowledge and agree: (a) not to use the Merchant Materials for any commercial purposes or in any manner that is competitive to Company, or any Merchant Partner; (b) not to disseminate, distribute, sell, lease, rent, license, sublicense, transfer, or otherwise make available the Merchant Materials to any third party; (c) that you are prohibited from modifying, making derivative works of, editing, translating, disassembling, reverse engineering, or decompiling the Merchant Materials without prior written consent from Company; (d) to use the Merchant Materials in compliance with all applicable laws, including copyright and intellectual property laws, and you will not use the Merchant Materials in any way that violates such laws or the rights of others; (e) all Merchant Materials are the intellectual property of Company and/or its licensors, and/or Merchant Partners and their respective licensors. The license granted herein does not convey any ownership rights in the Merchant Materials and is limited to the rights expressly set forth in these Terms and Conditions.

Except as expressly provided in these Terms and Conditions, nothing shall be construed to grant to you any right, title, or interest in or to the Merchant Materials.

Company reserves the right to revoke this license at any time and for any reason, or for no reason, at its sole discretion, with or without notice. Upon revocation, you must immediately cease all use of the Merchant Materials and destroy any copies made.

Company reserves all rights not expressly granted to Members under these Terms and Conditions.

Site Monitoring and Enforcement, Suspension, and Termination

Company has the right, without provision of notice to: (a) take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Member Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order or subpoena or other legally enforceable compulsion requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Member Website, including you or any other Member; (b) terminate or suspend your access to all or part of the Member Website for any or no reason, including, without limitation, any violation of these Terms and Conditions.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS MERCHANT PARTNERS AND PROVIDER PARTNERS, AS WELL AS THE COMPANY'S AND ITS MERCHANT PARTNERS' AND PROVIDER PARTNERS' PARENTS, SUBSIDIARIES, AFFILIATES, AND ALL OF OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS, AND ASSIGNS (THE "COMPANY PARTIES"), FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY ANY OF THE COMPANY PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to any party to monitor the Member Website or its use, and do not and cannot undertake to review material that you or other Members or persons submit to the Member Website. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any Member or persons, subject to the minimum requirements under applicable laws.

No Reliance

The Merchant Materials and other content on our Member Website is provided for personal use and general information only. It is not intended to amount to advice on which you should rely. You should obtain specific professional advice before taking, or refraining from, any action or inaction on the basis of the Merchant Materials or other content on our site.

Although we make reasonable efforts to update the information on our Member Website, we make no representations, warranties, or guarantees, whether express or implied, that the Merchant Materials or other content on our Member Website is accurate, complete, or up to date. Your use of the Member Website is at your own risk and none of the Company Parties have any responsibility or liability whatsoever for your use of this Member Website.

This Member Website may include content provided by third parties, including from other Members, Merchant Partners, Provider Partners, and other third-parties. All statements and/or opinions expressed in any such content, other than the content created directly by the Company, are solely the opinions and the responsibility of the person or entity providing that content. Such content does not necessarily reflect the opinion of the Company. None of the Company Parties have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any such content.

Privacy

By submitting your personal information and using our Member Website, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such information and content submissions in compliance with our Privacy Policy, found at https://www.trovy.ca/privacy-policy, as we deem necessary for use of the Member Website and provision of services.

By using this Member Website you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Member Website may not function adequately. For more information on this automated information gathering practices, see our Privacy Policy, found at https://www.trovy.ca/privacy-policy.

Third-Party Member Websites

For your convenience, this Member Website may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Member Website. If you choose to access any such sites, you do so at your own risk. We have no control over the content of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

Such links to third-party sites from the Member Website may include links to certain social media features that enable you to link or transmit on your own or using certain third-party websites, certain content from this Member Website. You may only use these features when they are provided by us and solely with respect to the content identified.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. Our Member Website must not be framed on any other site, nor may you create a link to any part of our Member Website other than the homepage. We reserve the right to withdraw linking permission without notice. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

Geographic Restrictions

The owner of the Member Website is based in the Province of Ontario in Canada. We provide this Member Website for use only by persons located in Canada. This Member Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Member Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE MEMBER WEBSITE, ITS CONTENT (INCLUDING THE MERCHANT MATERIALS), AND ANY GOODS, SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE MEMBER WEBSITE IS AT YOUR OWN RISK. THE MEMBER WEBSITE, ITS CONTENT, THE MERCHANT MATERIALS, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE MEMBER WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NONE OF THE COMPANY PARTIES MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT TO YOU WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE MEMBER WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NONE OF THE COMPANY PARTIES REPRESENT OR WARRANT TO YOU THAT THE MEMBER WEBSITE, ITS CONTENT, THE MERCHANT MATERIALS, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE MEMBER WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR MEMBER WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE MEMBER WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE MEMBER WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE MEMBER WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE MEMBER WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

Limitation on Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL OF THE COMPANY PARTIES BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE MEMBER WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.

Force Majeure

The Company will not be liable for any default or delay in the performance of its obligations under these Terms and Conditions or failure or delay in performance of the Member Website, if and to the extent such default or delay is caused by circumstances beyond Company's reasonable control, including fire, flood, earthquake, elements of nature, acts of God, epidemic or pandemic or similar, explosion, war, terrorism, revolution, civil commotion, acts of public enemies, failures or delays in transportation or supply chains or public utility, closure or delay in or by financial institutions, or any act or order of governmental authority, or labor unrest such as strikes, slowdowns, picketing or boycotts, failure or delay of Company's information technology environment or any component element thereof including the Internet, failures or delays attributable to Merchant Partners or Provider Partners (each an "Event of Force Majeure"), provided that Company uses commercially good faith efforts to expeditiously remove the causes of such default or delay and to recommence performance.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Member Website, including, but not limited to, third-party sites, any use of the Member Website's content, the Merchant Materials, services, and products other than as expressly authorized in these Terms and Conditions.

Governing Law and Choice of Forum

The Member Website and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

Any action or proceeding arising out of or relating to this Member Website and under these Terms and Conditions will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, located in the City of Toronto, and each party irrevocably submits to the exclusive jurisdiction of such courts located in the City of Toronto in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts land to the venue of such courts.

Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability

If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

Entire Agreement

The Terms and Conditions, and our Privacy Policy, and any other documents and instruments which expressly state that they are subject to the Terms and Conditions and/or our Privacy Policy, constitute the sole and entire agreement between you and Company regarding the Member Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Reporting and Contact