Merchant Terms of Service

Effective date: 05/02/2021

By signing up for a Bitback Merchant Account (as defined herein) or by using any of the Bitback Services (as defined below), you and/or your organization or corporation (the “User” or “you”) agree to be bound by the following terms and conditions (the “Terms of Service”). As used in these Terms of Service, the terms “we”, “us”, “our”, “Company” and “Bitback” hereinafter refer to Bitback Inc, a Canadian corporation, with offices located at 800-515 Legget Drive, Ottawa, Ontario, K2K 3G4, Canada.

The services offered by Bitback under theseTerms of Service include various products and services to help you reward buyers for shopping at your own online stores or in-store, or both, by enabling you to create and launch loyalty campaigns (including but not limited to cashback promotions) (collectively, referred to as the “Bitback Services”). Any new features or tools that are added to the existing Services shall be also subject to these Terms of Service.

By accepting these Terms of Service, either by using or accessing any of the Bitback Services and/or registering for a Bitback Merchant Account, you acknowledge that you have read and understood all of the terms and conditions contained or expressly referenced in these Terms of Service, including Bitback’s Privacy Policy, and agree to comply with and be bound by all of the terms and conditions contained herein.

You can review the current version of the Terms of Service at any time at http://www.bitbackapp.com/legal/merchant-terms. Bitback reserves the right to update and change the Terms of Service at its discretion and without notice to you, by posting updates and changes to the Bitback website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. If you do not accept such updates or changes, you must immediately cease use of any of the Bitback Services.

1. Use of Account and Bitback Service

  1. Subject to the terms and conditions of these Terms of Service, Bitback hereby grants     to you a non-exclusive, worldwide, non-transferable, non-sublicensable internal right to access and use the Bitback Services.
  2. In order to access and use the Bitback Services, you must register for a Bitback     Merchant Account (“Account”) by providing your full legal name, your company name, business address, business phone number, a valid email address, and any other information indicated as required. Bitback may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
  3. You must be: (i) at least 18 years of age, or (ii) at least the age of majority in the jurisdiction where you reside and from where you open an Account to use the Bitback Services.
  4. You confirm that you are registering to use the Bitback Services for the purposes of     carrying on a business activity and not for any personal, household or family purpose.
  5. You acknowledge that Bitback will use your email address at the time of registration as the primary method for communication with you. Your Account email address must be capable of both sending and receiving messages as your email communications with Bitback can only be authenticated if they come from your primary Account email address.
  6. You are responsible for keeping your Account and Account password secure. Bitback     will not be liable for any loss or damage caused by or arising from your failure to maintain the security of your Account and password. It is your responsibility to update or change your password, as appropriate.
  7. You acknowledge that you are responsible for the creation and operation of your Bitback campaigns.
  8. User acknowledges that Bitback is not a marketplace. Any contract of sale linked to a Campaign is directly between you and the consumer. These Terms of Service only govern your use of the Bitback Service and your relationship with Bitback, not any relationship between you and the consumer.
  9. You are responsible for all activity and content such as photos, images, videos,     graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
  10. A breach or violation of any term in the Terms of Service as determined in the sole     discretion of Bitback may result in an immediate termination of your Account and use of the Bitback Services.

2. Account Activation

  1. Subject to section 2.1(2), the individual signing up for use of the Bitback Services and registering an Account will be considered the prime contracting party (the “Store Owner”) with Bitback and will be authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service.
  2. Your Account can only be associated with one Store Owner. A Store Owner may     have multiple Stores. “Store”, under these Terms of Service, means the online store or physical retail location(s) associated with the Account.
  3. You are responsible for ensuring that the name of the Store Owner (including the     legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.
  4. If you are signing up for use of the Bitback Services on behalf of your employer, your employer shall be the Store Owner, and you must use your employer-issued email address. By registering an Account on behalf of your employer, you represent and warrant that you have the authority, corporate or otherwise, to enter into these Terms of Service, perform its obligations hereunder, and bind your employer.

3. Bitback Rights

  1. We reserve the right to modify or terminate your right to the Bitback Services for     any reason, without notice at any time. Not all Bitback Services and features are available in every jurisdiction and we are under no obligation to make any of the Bitback Services or features available in any jurisdiction.
  2. We reserve the right to refuse service to anyone for any reason at any time.
  3. We may remove Materials and suspend or terminate your Account if we determine in our sole discretion that the goods or services offered via your Store, or the Materials uploaded to a Company Page (“Company Page”) or Campaign (“Campaign”), violate these Terms of Service.
  4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Bitback customer, Bitback employee, member, or officer will result in immediate Account termination.
  5. Bitback may from time-to-time pre-screen Materials and it is in our sole discretion to refuse to display or remove any Materials from the Bitback Service, including your Company Page and any associated Campaigns.
  6. We reserve the right to provide the Bitback Services to your competitors and make no promise of any exclusivity in any particular market.
  7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation in order to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, or your status as an employee of an entity. Bitback retains the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, Bitback reserves the right to temporarily disable an Account until a resolution has been reached between the disputing parties.

4. Confidentiality Obligations

  1. As used herein, “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and that is not publicly known, including specific business information, technical processes and formulas,     software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential.
  2. Bitback’s Confidential Information includes all information that you receive relating     to us, or to the Bitback Services and that is not known to the public, including information related to our security program and practices.
  3. Each party agrees to use the other party’s Confidential Information solely for the     performance of its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service, including this Section 6.
  4. Each party agrees that it shall take all reasonable steps, at least substantially     equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.
  5. Confidential Information shall not include any information that the receiving party can prove: (a) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (b) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (c) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

5. Warranties and Disclaimers

  1. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
  2. Bitback does not warrant that the Services will be uninterrupted, timely, or error-free.
  3. Bitback does not warrant that the results that may be obtained from the use of the     Bitback Services will be accurate or reliable.
  4. Bitback is not responsible for any of your tax obligations or liabilities related to the use of the Bitback Services.
  5. Bitback does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Bitback Services will meet your expectations, or that any errors in the Bitback Services will be corrected.
  6. Bitback warrants that the service (i) will perform in accordance to its specified use herein; and (ii) will not contain any malicious code.

6. Limitation of Liability and Indemnities

  1. You expressly understand and agree that, to the extent permitted by applicable     laws, Bitback shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages, including but not limited to, damages for loss of profits, loss of business, goodwill, use, loss of data or other intangible losses resulting from the use of or inability to use the Service.
  2. To the extent permitted by applicable law, in no event shall Bitback or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, the Bitback Mobile Application(s), the Bitback Services or these Terms of Service (however arising including negligence).
  3. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries,     affiliates, Bitback partners, officers, directors, agents, employees, and suppliers, harmless against any claim or demand, including reasonable attorneys’ fees, made or brought against us by any third party due to or arising out of your breach of these Terms of Service or the Privacy Policy, or your violation of any law or the rights of a third party.
  4. Intellectual Property Infringement Indemnity. Subject to these Terms of Service, Bitback shall defend, indemnify and hold you harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings made or brought against you by a third party alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights of a third party (each an “Infringement Claim”); provided, that you (a)promptly give written notice of the Infringement Claim to Bitback; (b) give Bitback sole control of the defense and settlement of the Infringement Claim(provided that Bitback may not settle or defend any Infringement Claim unless it unconditionally releases you of all liability); and (c) provide to Bitback, at Bitback’s cost, all reasonable assistance and information.

7. Intellectual Property Rights

The contents of the Services, including its“look and feel” (e.g., text, graphics, images, logos and button icons),photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under the laws of Canada and the Province of Ontario, and other applicable jurisdictions. Bitback owns and shall retain all right, title, and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and all other intellectual property rights) in and to the Services any copies, corrections, bug fixes, enhancements, modifications or new versions thereof, all of which shall be deemed part of the Services and subject to all of the provisions of these Terms of Service grants you the right to view and use the Services subject to these Terms of Service. You may download or print a copy of information for the Services for your personal, internal and non-commercial use only. Any other distribution, reprint or electronic reproduction of any content from the Services in whole or in part for any other purpose is expressly prohibited without our prior written consent. You agree not to use, nor permit any third party to use, the Site, App or the Services or content in a manner that violates any applicable law, regulation or this Agreement. 

As between you and Bitback, all right, title and interest in the User Content and all intellectual property rights therein ,belong to and are retained by you. You grant Bitback a royalty- free, perpetual and irrevocable and worldwide right to collect, store, retain, analyze and process User Content relating to you for the purposes of performing our and our merchants’ obligations with respect to the Services and in connection with the provision of the Services to other users.

In addition, we may monitor your use of the Services and use data and information related to such use and User Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). You hereby grant Bitback a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect and process the Aggregated Statistics and all modifications thereto and derivatives thereof to improve the Services, develop new products and services, to understand usage, and for any other business purpose. This Aggregated Data is no longer associated with you and is not considered User Content

The Site, App and Services include registered and unregistered trademarks that belong to Bitback. Other trademarks, names and logos found in the Site, App and Services are the property of their respective owners.

8. Merchant Intellectual Property and Customer Content

  1. We do not claim any right, title or interest in any intellectual property rights in the     Materials you provide to the Bitback Service. All Materials you upload to your Bitback Company Page and Campaigns remains yours. You can remove your Bitback Account at any time by deleting your Account.
  2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Company Page and Campaigns; (b) to allow Bitback to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that Bitback can, at any time, review and delete any or all of the Materials submitted to its Service.
  3. You retain ownership over all Materials that you upload to the Company Page and     Campaigns. However, by making your Company Page and Campaigns public, you     agree to allow others to view Materials that you post publicly to your Company Page and Campaigns.
  4. Subject to these Terms of Service, Bitback shall have a non-exclusive, non-transferable right to use the names, trademarks, service marks and logos (the “Marks”) associated with your Account to solely promote the Bitback Service. Bitback agrees not to use the Marks in association with any other product or service other than the Bitback Service.

9. Self-Serve Merchant Portal

  1. You may use your Account to access the Bitback Services (such as the self-service merchant portal interface) for creation, submission and/or delivery of any advertising or other commercial or sponsored activity or content (collectively, the “Self-Serve     Merchant Portal”). You can create promotional Campaigns that are associated with your Stores through the Self-Serve Merchant Portal to be delivered to consumers via the Bitback Mobile Application(s) (an “Order”).
  2. When you place an Order, you will tell us the type of Campaign you want to create (such as a cashback promotion), the amount you want to spend on the Campaign (the “Campaign Budget”), and the rules that dictate the eligibility of a transaction (such as the start and end date, minimum purchase amount or other similar criteria). If we accept your Order, we will deliver your Campaign as inventory becomes available. When serving your Campaign, we use best efforts to deliver the Campaign though we cannot guarantee in every instance that your Campaign will result in sales or other desired results.
  3. Your Campaigns must comply with all applicable laws, regulations, and guidelines in the relevant jurisdiction, as well as these Terms of Service. Failure to comply may result in a variety of consequences, including the cancellation of your Campaigns and termination of your Account.
  4. Before the Campaign appears on Bitback’s Mobile Application(s), it may be     reviewed by Bitback ensure it complies with our Terms of Service. Bitback reserves the right to determine what constitutes appropriate content within a Campaign. Bitback reserves the right to reject or remove a Campaign for any reason. Most Campaigns are reviewed within 24 hours, although in some cases it may take longer. After your Campaign is reviewed, you will receive a notification letting you know if your Campaign is approved. If it is approved, the Campaign will be published at the scheduled start date or immediately if approved after the requested start date.
  5. You will pay for your Order(s) in accordance with Section 11 of these Terms of     Service.
  6. From time to time, we need to test improvements to our audiences and delivery     systems, which could impact your Campaigns. Our testing is designed to improve the effectiveness of your Campaign performance. We reserve the right to test whenever we believe it will be beneficial for Campaign performance.
  7. We will determine the size, placement, and positioning of your Campaigns.
  8. Scheduling of delivery is subject to availability and may not be continuous.
  9. We do not guarantee the reach or performance that your Campaigns will receive, such as the number of people who will see your Campaigns, the number of activations your Campaign will receive or the number of redemptions your Campaigns will get.
  10. Our license to deliver your Campaign will end when we have completed your Order. You understand, however, that:

(a) Once displayed, Campaigns are public information. Campaigns may be shared and accessed outside of the targeted audience (including via screenshot or social sharing on platforms such as Facebook, Twitter, Instagram, Whatsapp, SMS and other social platforms).

(b) You consent that Bitback may disclose your Campaign content, and all information associated with your Campaigns, to a governmental entity or body if Bitback believes that disclosure would assist in a lawful investigation.

  1. We will provide you with reports about how your Campaigns are performing.
  2. You will not issue any press release or make public statements about your relationship with Bitback without our prior written permission. Please contact media@bitbackapp.com to discuss a joint announcement.
  3. We may ask you to review and accept any supplemental terms, as provided from time to time, that apply to your use of a specific feature or functionality made available through the Self-Serve Merchant Portal. To the extent those supplemental terms conflict with these Terms of Service, the supplemental terms will govern with respect to your use of the specific feature or functionality to the extent of the conflict. We     may change or update these Terms of Service from time to time and your continued use of the Services constitutes acceptance of those changes.
  4. You must maintain an accurate location in the administration menu of your Account. If you change jurisdictions you must promptly update your location in the administration menu.

10. Payment of Cashback & Fees

  1. You will pay all amounts as specified in each Order you place, along with any applicable taxes. The amount you owe for each Order will be calculated based on our tracking mechanisms.
  2. You are responsible for any Orders placed on or through your Account.
  3. You can cancel an Order at any time, but your Campaigns may run for 24 hours after you notify us, and you are still responsible for paying for all Cashback and Transaction Fees accrued during that period.
  4. The amounts we charge you may be subject to and include applicable taxes and levies, including without limitation, withholding taxes. You are responsible for bearing and remitting any taxes that apply to your transactions.
  5. You will pay any applicable fees, including but not limited to, Cashback distributed to customers who have made an Eligible Transaction, as defined below, linked to a Campaign at one of your Stores (“Cashback”) and applicable fees relating to the value of cashback distributed through Bitback (“Transaction Fees”) referred to as the “Fees”.
  6. You will pay the Fees associated with your Campaigns from your “Account Balance,” which is a prepaid balance that can be used solely to pay for Campaigns on the Bitback Mobile Application(s). Account Balances are only for business or commercial purposes. Account Balances are non-refundable except where required by law. Bitback is not a bank and does not offer banking services; accordingly, Account Balances do not earn interest, are not deposit obligations, and are not insured by any entity or insurance scheme, whether governmental or private.
  7. For your convenience, we allow you to fund your Account Balance using a number of different sources, like mobile money, credit cards, debit cards and other payment methods. When you provide a payment credential to us, you confirm that you are permitted to use that payment credential. When you fund a transaction, you authorize us (and our designated payment processor) to charge the full amount to the payment  credential you designate for the transaction. You alone are responsible for any fees charged by the payment processor when you fund your Account Balance. If your transaction results in an overdraft or other fees from your bank or payment provider, you alone are responsible for that fee.
  8. Bitback will deduct applicable Fees from the Account Balance. Bitback will continue to charge the applicable Fees from the Account Balance until the Bitback Services are terminated, and any and all outstanding Fees have been paid in full.
  9. When a Campaign is created, a portion of the Account Balance specified during the creation of the Campaign will be locked in a “Campaign Budget”. Cashback and the applicable Transaction Fee will be deducted from the Campaign Budget each time a transaction occurs that meets the transaction criteria associated with a Campaign (“Eligible Transaction”). When an Eligible Transaction occurs, the Cashback and     Transaction Fee will enter a pending state for a set duration of time as set forth in the Campaign (“Cashback Lock Period”) and the cashback will be held until the Cashback Lock Period has been exceeded (“Pending Fees”). Once the date of the Eligible Transaction has exceeded the Cashback Lock Period, the Cashback will be irrevocably distributed to the Customer who made the Eligible Transaction and the Transaction Fee will be irrevocably disbursed to Bitback. During this process, the Pending Fees     will change from a pending status and will be permanently removed from your Account Balance. Fees that have been applied to your Account will appear in your Store’s administration console. If the Eligible Transaction is disputed and found to be invalid before the expiration of the CashbackLock Period, the Cashback will be returned to the Account Balance.
  10. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
  11. You are responsible for all applicable Taxes that arise from or are a result of your usage of the Bitback Service. To the extent that Bitback charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for the Bitback Service and will be     billed from your Account Balance.
  12. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Bitback     of your exemption. If you are not charged Taxes by Bitback, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
  13. For the avoidance of doubt, all fees payable by you to Bitback under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Bitback to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Bitback shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Account Balance ignoring any such deduction or withholding that may be required.
  14. You are responsible for all applicable Taxes that arise from or as a result of any sale linked to a Bitback Campaign.

11. Termination and Account Cancellation

  1. You may cancel your Account and terminate these Terms of Service at any time by contacting Bitback Support by email at support@bitbackapp.com and then following the specific instructions indicated to you in Bitback’s response.
  2. Termination without cause: Upon termination of the Bitback Services by either party for any reason:

(a) Bitback will cease providing you with the Bitback Services and you will no longer be able to access your Account;

(b) Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

(c) Any outstanding balance owed to Bitback for your use of the Bitback Services will immediately become due and payable in full; and

(d) Your Company Page and Campaigns will be taken offline.

3. If at the date of termination of the Bitback Service, there are any outstanding Fees owing by you, these will be deducted immediately in full from the Account Balance. Once any outstanding Fees have been paid in full, you will not be charged again.

4. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

5. Termination with cause: Without limiting any other remedies, Bitback may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

12. Modifications to the Service and Prices

  1. Prices for using the Bitback Services are subject to change upon 30 days’ written notice from Bitback. Such notice may be provided at any time by posting the changes to the Bitback site (www.bitbackapp.com) or on the administration menu of your Account.
  2. Bitback reserves the right at anytime, and from time to time, to modify or discontinue, the Bitback Services (or any part thereof) with or without notice (unless otherwise required by applicable law).
  3. Bitback shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Bitback Services.

13. Third Party Services

  1. Bitback may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the Self-Serve     Merchant Portal. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In     addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
  2. Any use by you of Third Party Services offered through the Bitback Services is     entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.
  3. We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Bitback has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Biback’s websites, or the integration or enabling of such Third Party Services with our Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Bitback. Bitback does not guarantee the availability of Third Party Services and you acknowledge that Bitback may disable access to any Third Party Services at any time, in its sole discretion and without notice to you. Bitback is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Bitback strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.
  4. If you install or enable a Third Party Service for use with the Bitback Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Bitback Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Bitback is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
  5. Google Maps is a Third Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy as it may be amended by Google from time to time.
  6. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Bitback is not obligated to intervene in any dispute arising between you and a Third Party Provider.
  7. Under no circumstances shall Bitback be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Bitback has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
  8. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries,     affiliates, Bitback partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

14. Feedback and Reviews

Bitback welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback") to Bitback be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Bitback (whether submitted directly to Bitback or posted on any Bitback hosted forum or page), you grant Bitback a fully paid-up, royalty-free, worldwide, assignable, transferable, sub-licenseable, irrevocable, perpetual license to use or implement the Feedback in any other Bitback services, or for any other purposes. Any reviews of a Third Party Service or Third Party Provider that you submit to Bitback must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable.

15. Privacy & Data Protection

Bitback is firmly committed to protecting the privacy of your personal information and the personal information of your customers. Bitback shall, in connection with the provision of Bitback Services, comply with all applicable data protection laws as well as Bitback’s Privacy Policy. By using the Bitback Service, you acknowledge and agree to be bound by our Privacy Policy.

16. General Conditions

  1. Technical support in respect of the Services is only provided to Users such as the     Bitback Help Center, support ticketing system and email correspondence with support.
  2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service and is hereby expressly excluded.
  3. You may not use the Bitback Services for any illegal or unauthorized purpose nor will you, in the use of the Bitback Service, violate any laws in your jurisdiction (including but not limited to any copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Bitback Service and your performance of obligations under the Terms of Service.
  4. You will not (and will not allow any third party to): modify, translate, reverse engineer, decompile, disassemble, reproduce, duplicate, copy, sell, resell or exploit any portion of the Bitback Service, use of the Bitback Services, or access to the Bitback Services without the express written permission of Bitback.
  5. You shall not purchase any search engines or other pay per click keywords (such as     Google Ads), or domain names that use Bitback or Bitback trademarks and/or variations and misspellings thereof.
  6. Your use of the Bitback Services, including information transmitted to or stored by     Bitback, is governed by its Privacy Policy at: https://www.bitbackapp.com/legal/privacy-policy. You understand that your Materials (not including credit card information or other payment information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information, if provided, is encrypted during transfer over networks. All information will be processed in accordance with applicable data     protection laws.
  7. These Terms of Service shall be binding upon and inure to the benefit of the parties     to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives.
  8. Bitback may assign these Terms of Service without any prior notice or consent from     you. You may not assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Bitback’s prior written consent, to be given or reasonably withheld in Bitback’s sole discretion.
  9. These Terms of Service, including the Privacy Policy, constitute the entire agreement between you and Bitback and governs your use of the Bitback Services and your Account, superseding any prior agreements between you and Bitback (including, but not limited to, any prior versions of the Terms of Service).
  10. If any provision, or portion of the provision in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
  11. The failure of Bitback to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
  12. Sections 1, 3(2)-(5), 4, and 6-9 will survive the termination or expiration of these Terms of Service.

17. Contact Us.

If you have any questions about these Terms of Service, the Bitback Service, or otherwise need to contact us for any reason, you can reach us by mail: Bitback, Inc., 800-515 Legget Drive, Ottawa, ON K2K3G4, CANADA, or by email: support@bitbackapp.com.