TERMS & CONDITIONS OF USE

Welcome to Ribitt Inc. (“Ribitt”, “we”, “us” or “our” as the context dictates). The terms set out below (these “Terms of Use”, and in combination with our Privacy Policy and the Frequently Asked Questions page (“FAQ”), which are incorporated by reference and available at our websites and through the App, are our “Terms”) govern your use of Ribitt’s application, and any website or subdomains (collectively, the “App”).

Please read our Terms (especially the clauses about liability and dispute resolution and class action waiver) carefully since they are legally binding. By using the App, you confirm that you accept our Terms and that you agree to abide by them. Please note that these Terms are subject to change from time to time.

If you do not agree to our Terms, please do not use our App. If you need clarification on the App contact us at info@ribitt.io

Your use of the App shall be a clear acknowledgement that you agree with our Terms.

 

Understanding Our Role 

You (the “User”, “you” or “your” as context dictates) can leverage our App’s wizardry and our relationships with local neighbourhood businesses who are participating in the granting and redeeming of Ribitt points (each a participating “Merchant”) to benefit from your spending power and utilize Ribitt points (“points”) to lower your net expenditures at the Merchants.

We provide the App in our own personal or corporate capacities, and should not be considered either your or a Merchant’s agent or representative.

The User in these Terms of Use refers to the person who is subscribing to the App acting solely for the person’s own benefit or acting on behalf of others.  If you are using the App on behalf of an organization, you agree to the Terms on behalf of that organization, and represent that you have the authority to bind that organization to the terms contained herein.

Though your use of our App is subject to our Terms, many aspects of your shopping experience are subject to third parties’ policies and rules, including those relating to your credit card providers, Stripe (our transaction facilitator), the Merchants themselves and the app stores (Google Play store or the Apple App Store (see the terms at end of these Terms of Use to understand our role in respect to Apple) where you download our application. We encourage you to make sure you are aware of those policies and rules, as applicable since we do not control, track, or otherwise influence those rules. 


How Our App Works

Click here. You can learn all about how our App works. If there’re any questions that you have which aren’t answered in the FAQ, contact us at info@ribitt.io.

 

Account Credentials - Management and Incidents

Once you download the App, you are required to set up your account. Keep your account secure by limiting access to the App to you only. You must inform us immediately if your account has been compromised (e.g. you have lost your phone and you think someone may be able to use the App). Your account is linked to your phone and your points should only be redeemable by you upon providing consent at the Merchant’s checkout counter. As such, the chances of unauthorized access is low, but if we suspect any unauthorized access to your account or that there is suspicious activity in relation to your account, we retain the right, but do not have the obligation, to suspend your account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required. We will not be responsible for actions of another person if you do not notify us in a timely manner about the vulnerabilities posed to your Ribitt Account.

If any communication you receive looks suspicious or has links that you do not expect, please do not open or click through. Instead, email us at info@ribitt.io.


Cancellation    

As a User, you may decide at any time to cancel your account by contacting us at support@ribitt.io. We reserve the right to suspend, and if deemed appropriate, cancel your right to use the App. We’ll only do this in very exceptional circumstances.


Fees and Payment

Use of Ribitt is free if you’re a User. You only pay, in Canadian dollars, the purchase price of the item/s you buy at a Merchant, plus applicable taxes.

If we terminate, suspend or remove your account for any reason, including your violation of the Terms, we are not obligated to compensate you in any manner, even if there are unredeemed points in your account.


Representations, Warranties and Covenants

You acknowledge and agree that: (1) you are 19 years old or older; (2) you have the authority to bind yourself, or such other party which you may be representing, to our Terms; (3) your use of the App shall only be for purposes that are permitted by these Terms of Use, and (4) you will comply with all applicable laws, including regulatory requirements and government orders of any kind when applicable to your use of the App.

You promise that you shall not:

  1. register for more than one account when using our App;

  2. reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in any part of the App;

  3. use or allow the use of the App for any purpose other than what is authorized by us;  

  4. damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the App;

  5. access the App in order to build a commercially available product or service which competes with the App;

  6. copy any features, functions, integrations, interfaces or graphics which are part of the App;

  7. violate any laws;

  8. make statements, on any part of the App on any topic associated with us, which could reasonably be considered false or misleading;

  9. willfully tamper with the security of the App, including attempting to probe, scan or test the vulnerability of the App or to breach its security or authentication measures;

  10. share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on us that is not agreed upon by us in writing in advance of receipt of such data;

  11. transmit any information, through the App in any other manner, which may be: (1) unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane; (2) in violation of a third party’s rights in inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisionals, divisions, reissues, renewals, re-examinations and extensions thereof, trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; the protection of works of authorship or expression and copyright (whether or not registered), trademark, trade names, service marks, logos, domain names and trade dress; and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages (“Intellectual Property Rights”)  or is subject to Intellectual Property Rights; (3) refutes or is contrary to what is set out anywhere in the App; (4) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (5) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (6) violates the privacy of any third party; or

  12. attempt to gain unauthorized access to the App or our computer systems or networks through hacking, password mining or any other means.

We reserve the right to investigate and prosecute, to the fullest extent of the law, any violation of the above. We may suspend, modify or terminate your use of the App immediately at our sole discretion. 


Proprietary Rights

Ribitt and its licensors own all Intellectual Property Rights in the App. Other than usage rights, you don’t have any rights of any kind in our App.  

You grant us a non-exclusive and transferable right to handle your data to (i) enable you to utilize the App, and (2) generate information derived from your use of our App, including, usage information, metrics and other data points which are not able to be reverse engineered to reveal your identity (“Anonymized Information”). We’ll own all Anonymized Information and are free to use it for any purpose we see fit, including but not limited to creation, publication and dissemination of derivative works from the Anonymized Information (see examples).

You agree that all such data may be, without further required consent by you, handled by a third-party for either (1) the third party’s own legitimate business purposes in accordance with the third parties’ policies, (2) purposes which serve our business requirements, including transaction processing and data monitoring or storage, or (3) for regulatory or other reasons which are imposed on us in Canada or in any other jurisdiction in which we provide services or may otherwise decide to store or process such data. We respect your privacy and will handle your data in ways which is respectful and preserves your privacy as set out in our Privacy Policy.

If you ever make, or are ever invited by us to make comments, improvement suggestions or provide other content (“Input”), you will do so without any expectation from us and we shall have a royalty-free, worldwide, transferrable, sub-licensable, irrevocable, perpetual license to use or incorporate such Input into our App or our business as we see fit. We have no obligation to monitor the submission of, or make use of, such Input.


Permission for Communication

We may use email, texts and other electronic means to stay in touch with you. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, phone number) during or prior to access of the App, you: (1) consent to receive communications from us through electronic means, including via the email address or phone number you have provided us; and (2) agree that the Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.


Disclaimers

IN ADDITION TO ANY OTHER DISCLAIMERS SET OUT IN OUR TERMS, THE APP PROVIDED, INCLUDING ALL CONTENT AND FUNCTIONS, ARE “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND MADE BY US. WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR ACCURACY, OR INTEGRATION WITH ANY SYSTEM, INCLUDING A CREDIT CARD PAYMENT SYSTEM WHICH IS NOT PROVIDED BY US.

ALTHOUGH THE APP MAY BE INTEGRATED WITH OR RUN ON THIRD PARTY SYSTEMS, WE ASSUME NO OBLIGATION AND PROVIDE NO GUARANTEES WHATSOEVER IN CONNECTION WITH THE PERFORMANCE OF THIRD PARTIES. WE ARE NOT RESPONSIBLE TO YOU FOR THE CONDUCT OF ANY SUCH THIRD PARTY OR FOR ANY ERROR, INACCURACY, OR INACCESSIBILITY OF ANY MATERIAL OR SERVICE THEY SUPPLY.

WE DO NOT WARRANT THAT THE APP OR THE FUNCTIONS THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY TRANSMISSION TO AND FROM US OR COMMUNICATION BY YOU IS CONFIDENTIAL. YOU AGREE THAT YOUR USE OF THE APP CREATES NO OBLIGATION UPON US OTHER THAN AS AGREED UNDER THE TERMS AND THERE IS NO RELATIONSHIP (WHETHER CONTRACTUAL, FIDUCIARY OR OTHERWISE) CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO THE TERMS.

ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS.

TO THE FULLEST EXTENT OF THE LAW, WE DO NOT REPRESENT THAT ANY INFORMATION EXCHANGED BETWEEN A PARTY IN THE PROVISION OF THE APP IS SECURE, EVEN IF WE BECOME AWARE OF ANY, OR ARE TOLD ABOUT, A POTENTIAL BREACH.

 

Release and Indemnification

You agree to indemnify and hold harmless Ribitt, its officers, directors, employees, agents, successors and permitted assigns from and against any and all claims and expenses, including legal fees and disbursements, arising out of: your use of the App, including your violation of any of the provisions in these Terms of Use; improper use of a payment card; allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants or obligations under these Terms of Use; or negligence or willful misconduct by you or any third party on your behalf in connection with the use of the App.

We may, at our sole discretion, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.


Limitation of Liability

Under no circumstances shall Ribitt, its representatives, affiliates, suppliers, or other third parties with whom we do business (our “Business Partners”) be liable for:

  1. Any indirect, incidental, special, consequential or exemplary damages arising from or relating to the use of the App - this includes, but is not limited to, any loss of rewards or savings on purchases, profit, earnings, anticipated earnings, interruption or loss of service, or any consequential losses, problems, or fault howsoever arising out of the use of the App;

  2. Damages incurred by reason of any the services or goods received through, advertised on, or provided by the App; or

  3. The acts, omissions or conduct of any third party which benefits from the App as used by you, and you must ensure that you inform such third parties, who may benefit from any part of the App, of this fact.

WITHOUT LIMITING THE FOREGOING IN THIS SECTION ENTITLED “LIABILITY”, THE LIMIT ON TOTAL CUMULATIVE LIABILITY OWED BY RIBITT (INCLUDING OUR REPRESENTATIVES, AFFILIATES, SUPPLIERS OR BUSINESS PARTNERS) TO YOU OR ANY PERSON FOR ANY CLAIMS ARISING FROM OR RELATING TO THE APP SHALL BE LIMITED TO A MAXIMUM OF ONE (1) CANADIAN DOLLAR.

 

Term and Termination

Our Terms shall be deemed to be applicable to you upon your use of the App and shall terminate only upon an actual deletion or deactivation of your account through the means stated in the Terms. Abandonment or non-use of the account shall not lead to an automatic termination of your account.

We may terminate your access to all or any part of  the App at any time, with or without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion.

Except for the provisions set out in  the Surviving Provisions clause, these Terms of Use shall no longer be applicable to you if your account is cancelled or terminated.

Upon termination of your account (1) all rights, licenses, rewards and authorizations granted pursuant to these Terms of Use shall immediately terminate, and (2) we may disable all User access to the App.

Notwithstanding anything to the contrary in these Terms of Use, with respect to information and materials then in our possession or control,  we may retain any of your data in our backups, archives and disaster recovery systems until such data is deleted in the ordinary course and all such retained data shall remain subject to all confidentiality, security and other applicable requirements of our Terms.

 

Our Terms May Change

We reserve the right, at our sole discretion, to amend these Terms of Use at any time.

If our Terms are modified in a way we consider significant, we shall post the amended Terms on our website and notify you through the app or email

Although we shall take reasonable steps to notify you of such significant changes made, you are expected to check our Terms periodically for any amendments. Your continued use of our Terms following such notification shall constitute your affirmative acknowledgement of these Terms of Use, and your agreement to abide and be bound by our Terms, as amended. If at any time you choose not to accept our revised Terms, including following receipt of notification of any modifications made hereto, then please do not use the App and as applicable, terminate your account.

Governing Law

Our Terms and any access to or use of the App shall be governed by, and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.


Arbitration

If we cannot resolve a controversy, dispute, disagreement or claim between you and Ribitt arising out of, relating to or in connection with the Terms, then you agree that you and Ribitt shall share the costs of arbitration and resolve the issue in English using a single arbitrator under International Commercial Arbitration Act, 2017, SO 2017, c 2 (Ontario) (the “Rules”). Any decision of the arbitrator shall be final and binding on the parties with no right to appeal for any reason.  Notwithstanding the foregoing, Ribitt shall have the right to seek injunctive or other equitable relief, including in relation to violation of the Intellectual Property Rights set forth in these Terms of Use.


Waiver of Class Proceedings

Users hereby waive any right they may have to commence or participate in any class action lawsuit against Ribitt related to any claim, dispute or controversy and, where applicable, you and any User hereby agree to opt out of any class proceeding against Ribitt otherwise commenced.


Severability

If any portion or provision of our Terms shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of our Terms, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of our Terms shall be valid and enforceable to the fullest extent permitted by law.


Headings and Summaries

The headings, captions and summaries in these Terms of Use are for convenience only and in no way define or describe the scope or content of any provision of these Terms of Use.


Notices

Except as otherwise stated in our Terms or as expressly required by law, any notice to us, including for purposes of termination, shall be given in writing by certified postal mail to:

270 George St N,
Peterborough,
ON K9J 3H1

Any notice to you shall be given to the most current email address in your account.


Other Rules of Interpretation and Definition

Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the wordoris not exclusive; the wordsincluding”, “includes” and “include” mean “including without limitation; and “shall” means “will” and “must”, all three of which can be changed interchangeably and shall not mean “may”. “handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle. “law” as used herein, means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.


No Waiver of Covenants

Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in the Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.

Surviving Provisions

Only the clauses in relation to Representations, Warranties and Covenants, Proprietary Rights, Permission for Communication, Release and Indemnification, Liability Governing Law, Arbitration, Waiver of Class Proceedings, and Surviving Provisions in these Terms of Use shall survive following any termination or expiration of your account.

Entire Agreement and Understanding

These Terms of Use, our FAQ and the Privacy Policy by reference, constitute the entire agreement and understanding between you and Ribitt. No other communication, written or oral, with respect to the subject matter of our Terms shall apply.  


Terms Specific to Understanding Our Relationship with Apple

Using the App – iTunes. If you are an Apple products user, you can access the Application by downloading it from the Apple App Store (“iTunes Sourced App”), and you must acknowledge that:

You acknowledge and agree that: (1) these Terms are concluded between you and us only, and not Apple; and (2) we, not Apple, are solely responsible for the iTunes Sourced App and content thereof;

the license granted by us to Users for the iTunes Sourced App is for Users to use the iTunes Sourced App on any applicable mobile device (e.g. iPad, iPhone or iPod touch) that the User owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service;

we are solely responsible for providing any maintenance and support services with respect to the iTunes Sourced App, as specified in the Terms, or as required under applicable law. You and we acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes Sourced App;

we are solely responsible for any warranties related to the iTunes Sourced App, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the iTunes Sourced App to conform to any applicable warranty, Users may notify Apple, and Apple will refund the purchase price for the iTunes Sourced App to that end-user; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes Sourced App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility;

you and we acknowledge that, as between us and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the iTunes Sourced App or your possession and use of the iTunes Sourced App, including, but not limited to: (1) product liability claims; (2) any claim that the iTunes Sourced App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation;

you and we acknowledge that, in the event of any third-party claim that the iTunes Sourced App or your possession and use of that the iTunes Sourced App infringes that third party’s intellectual property rights, as between us and Apple, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms;

you represent and warrant that; (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (2) you are not listed on any U.S. Government list of prohibited or restricted parties; and

you and we agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against the User as a third party beneficiary thereof.