I PRIVACY CONSENT (the “Privacy Consent”)
You expressly consent and agree that, by accessing the Platform in any way or by clicking a box or button that states that you accept and agree to this Privacy Consent and the Terms, your personal information will be shared with certain Membership Entities and other third parties and access to your personal information will be provided to certain Membership Entities and other third parties. Such personal information may include, but may not be limited to, any and all information provided by you, or collected about you, through your use of the Platform. Membership Entities and other thirds parties may use such personal information for purposes including contacting you directly relating to certain activities or transactions or relating to promotions. Membership Entities are obligated to treat your personal information in accordance with their own privacy policies, terms and conditions. You may withdraw your consent for purposes of promotional activities by sending an email request to: privacy@heyethos.com. Further information is available in the Privacy Policy (available here).
II USER TERMS OF USE (the “Terms”)
1. OVERVIEW OF THE TERMS
The following terms of use constitute an agreement between you, or if you are under the age of majority in your local jurisdiction, your parent or legal guardian (collectively, “user”, “you” or “your”) and Ethos Multiverse Inc., a Canadian corporation (collectively, “Ethos”, “our”, “us” or “we”). These Terms govern your use of and access to www.heyethos.com, all related websites, subdomains, related tools, mobile applications, web applications, decentralized applications, technologies, databases, software, systems, APIs and all other technologies owned or operated by Ethos (collectively referred to as the “Platform”) and set forth a legal binding agreement between you and Ethos.
These Terms, together with addendums, if applicable, and any supplemental terms and conditions (if any), constitute the entire agreement between the you and Ethos concerning the subject matter hereof and supersede and replace any and all prior oral or written understandings or agreements between you and us.
The Platform may include the ability for users to enroll in loyalty and customer engagement memberships. A customer loyalty and engagement membership (“Membership”) is a customer loyalty or customer engagement membership offered by a third-party (the “Membership Entity”) and conveys the Limited Licence between the Membership Entity and the user, and which may also reference certain information including the Membership Entity Benefits and Membership Entity Inputs.
2. ACCEPTANCE
You agree to carefully review these Terms. By accessing or using the Platform in any way or by clicking a box or button that states that you agree to these Terms, you confirm your acknowledgment, acceptance of and compliance with these Terms.
Ethos reserves the right to modify these Terms at any time with or without notice to you. It is your responsibility to ensure that you are aware of the current Terms each time you access or use the Platform. If you continue to access or use any aspect or functionality of the Platform after any revisions to these Terms you will be deemed to have accepted such revised Terms in full.
Consideration
You unconditionally acknowledge that a) acceptance of these Terms, b) establishment and use of an Account and c) enrollment in any Memberships, regardless of whether or not any monetary consideration was offered or paid by you, is lawfully and duly supported by good and valuable consideration provided to you including, but not limited to, the utility provided to you by your access to and use of the Platform in any manner whatsoever (whether or not you have an Account, enroll in any Memberships or conduct any other activities on the Platform) and the Platform Licence granted to you in these Terms to access and use the Platform. You hereby irrevocably acknowledge the receipt and sufficiency of such consideration.
Laws and Regulations
Your access to the Platform and use of the Platform in any capacity is subject to all applicable international, federal, provincial, state and local laws and regulations.
Obligations of the Membership Entity to You
The Memberships may reference certain representations, commitments and obligations of the Membership Entity, the performance of which are the sole responsibility of the Membership Entity, and which may include or involve the Limited Licence, the Membership Entity Inputs, the Membership Entity Benefits or other obligations relating to Memberships. Therefore, you acknowledge that your enrollment in Memberships identifies and obligates you as a party to a direct transaction between you and the Membership Entity and that such transaction is subject to terms, conditions and other policies issued at the sole discretion of the Membership Entity. You acknowledge and agree that Ethos has no control over such additional terms, conditions and other policies and that it is your sole responsibility to read, understand and comply with such additional terms, conditions and other policies as provided by the Membership Entity.
3. YOUR ACCOUNT AND SECURITY
Your Account and Security
In order to enroll in a Membership and in order to access certain features of the Platform you will be required to create an account (an “Account”) within the Platform. When you create an Account, you will be required to provide us with certain personal information, which may include your e-mail address, mobile phone number, username, password and payment information as well as any other information required by Ethos (the “Login Information”). You agree that by initiating or completing the process of creating an Account, you grant express consent to Ethos to contact you at any time and for any reason and through any communication method. You acknowledge that an Account within the Platform may be created as a requisite component of the process of enrolling in a Membership. You acknowledge that the Platform may require authentication, verification or validation of any or all of the Login Information in order to create and to use your Account. You agree that all information provided by you, including all Login Information, will be accurate and complete and that you will promptly update such information if and when it changes.
You acknowledge and agree that you do not have, and that you will not have at any time, any ownership rights to or of your Account, the Platform, the Membership Entity Inputs, Memberships, any other content or anything else in any way in whole or in part in any way associated with or related to the Platform. For clarity, the nature of your relationship with Ethos is that you are a user of the Platform and nothing in these Terms, or in or through the use of the Platform, shall result in Ethos granting you ownership or ownership rights any aspect of your Account, the Platform, the Membership Entity Inputs, Memberships, any other content or anything else in any way in whole or in part in any way associated with or related to the Platform.
You represent and warrant that your use of your username or email address associated with your Account will not violate or infringe upon the trademark, trade dress or other proprietary, privacy, publicity or personal rights of any third party. Without limiting any other rights and remedies, Ethos reserves the right to change your username if Ethos determines, acting reasonably and in its sole and absolute discretion, that the use of your username may be perceived to be indecent or may infringe on the proprietary or privacy, publicity, moral, personal rights or intellectual property rights of any third party. You are solely responsible for protecting the confidentiality and maintaining the security of your Login Information and all information associated with your Account by responsibly and consistently performing and continually maintaining prudent security practices including, but not limited to, a) restricting access to your computers, devices or media system platforms, b) safeguarding sensitive information including all Login Information, c) constructing passwords of sufficient and appropriate complexity and length, and d) maintaining high levels of security protocols for your Account, including any of your other accounts reasonably associated with or otherwise required for the use of any features of your Account. You agree to undertake to maintain at all times adequate security and control of all of your Login Information that you use to access or use the Platform. You must ensure that any Account registered under your name, username, email address, mobile phone number or other relevant credentials will not be used by any other person or entity. You must notify us immediately of any breach in security of your Login Information or unauthorized use of your username, email address, password or any other security information at legal@heyethos.com. We are not responsible for any unauthorized access of your Account even if you have advised us of as such. You are solely responsible for all activities that you conduct on the Platform and that are conducted within your Account and all account information changes whether or not such events and activities have been performed, initiated or authorized by you.
We reserve the right to deny the creation of your Account. Further, you agree that your ability to enroll in any Memberships, may be conditional upon your meeting certain criteria established by the Membership Entity and such criteria may be changed at any time by the Membership Entity. You accept that we may terminate, suspend, restrict or delete your Account without notification to you at any time. Further, you understand and agree that your ability to retain any Memberships may be conditional upon your meeting certain criteria established by the Membership Entity and such criteria may be changed at any time by the Membership Entity. Your inability to meet such criteria at any time may result in your loss of any Memberships without any notification to you.
We reserve the right to restrict or limit the number of Accounts you may create, access or use at our sole discretion and at any time and without notification to you.
Hardware, Software and Connectivity
You are responsible for providing all equipment and software necessary to connect to the Platform and access and use the associated functionality of the Platform, and you are responsible for any fees, including any fees associated with internet connection, mobile data services and similar third-party fees that you incur when accessing or using the Platform. You acknowledge that the Platform may not be functional under certain circumstances or compatible with, in whole or in part, some hardware devices, operating systems, browsers or browser versions.
Use of Memberships
You acknowledge and agree that Memberships are designed and intended solely to enhance your engagement, loyalty and interaction with the Membership Entity. This is facilitated in part by the Membership Entity offering you specific user benefits upon enrollment in a Membership or subsequent to enrollment in a Membership, subject to terms and conditions established solely by the Membership Entity, with the intention of enriching your overall customer experience with the Membership Entity. Such benefits (“Membership Entity Benefits”) may include, but are not limited to, promotional activities, products, gifts, gift cards, prizes, trips, events, discounts, access to media, access to events, access to participate in contests, access to participate in polls / surveys, loyalty status, membership points or any other promises of the provision or potential provision of goods, services or other benefits or perks of any kind.
4. FEES
Fees Charged to You by Ethos
Upon agreement by Ethos and the Membership Entity, Ethos may charge you a membership fee upon enrollment in a Membership. Such fee, if any (plus any applicable taxes, if any) shall be as set out in the Platform and charged to the payment method you may have established within your Account. Refunds for membership fees are not offered to any user and refunds in whole or in part are not possible.
In the event that Ethos receives a chargeback, claim or default of any payment in whole or in part on any payment related to the membership fees, you acknowledge and accept that Ethos may cancel your Membership immediately and no refund shall be provided to you.
Ethos is a Canadian corporation, therefore if you reside in a jurisdiction outside of Canada, you may be charged foreign transaction fees, or equivalent, on any credit card transaction. You acknowledge that such fees are established, controlled, charged and collected by your credit card issuing bank or financial institution and are not charged by Ethos or its contractors or service providers. Ethos is not responsible for the actions of your credit card issuing bank or financial institution and accordingly Ethos is nether responsible for such charges nor liable to you or to any other party for such charges. If you disagree with such charges Ethos encourages you to contact your credit card issuing bank or financial institution to discuss their policies regarding charging you such fees.
As Ethos is a Canadian corporation, we require satisfactory evidence as proof of your non-residence and non-registration for Canadian GST/HST purposes. You certify that your name and residential address as may be communicated to us and as may be recorded in your Account is current and accurate. If your residential or registered address is outside of Canada, you hereby certify that you are not resident in Canada for purposes of the Canadian Excise Tax Act and that you are not registered under that act. You agree to advise Ethos on a timely basis in writing in the event there is any change to your residence status or should you become registered for the purposes of the Canadian Excise Tax Act.
Fees Charged to You by the Membership Entity
You acknowledge that the Membership Entity may elect, at the Membership Entities sole discretion, to directly charge you a fee (plus any applicable taxes, if any). Such fee shall be charged to a payment method that you may have provided directly to the Membership Entity. Such fee shall constitute a transaction solely between the Membership Entity and you and shall be conducted in accordance with any terms and conditions established directly between the Membership Entity and you. For clarity, Ethos shall not be a party to such transactions and such transactions shall not alter any terms and conditions as agreed between Ethos with you.
5. USE OF THE PLATFORM
Your ability to access and use the Platform, including the ability to access and manage your Account is subject to a) your Account being held in good standing at all times at the sole discretion of Ethos, b) your continued compliance with these Terms and any other relevant policies or requirements issued by Ethos, the Membership Entity or any other relevant party, c) your ability to access and log into your Account, and d) your Account containing valid and current information. We reserve the right to deny any access, activities, actions and changes you may attempt to undertake on the Platform, based on any criteria established by Ethos in its sole discretion.
You acknowledge that Ethos, at its sole discretion, or at the discretion of the relevant Membership Entity, may limit the number of Memberships that you may enroll in without prior notice to you. This limitation may include the ability to enroll in more than one of each type of Membership, the ability to enroll in any specific types of Memberships, the ability to enroll in any type of Memberships at all or any other limitation at the sole discretion of Ethos or the relevant Membership Entity.
Platform Changes and Availability
We reserve the right, acting in our sole discretion and with or without prior notice to you and at any time, to do any of the following: (i) modify, change, suspend or terminate operation of, or access to, any portion, features, components or functionality of the Platform; (ii) make changes to any membership fees related to your use of the Platform; (iii) make changes to the equipment, hardware or software required for you to access or to use the Platform; (iv) interrupt the availability or operation of the Platform, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications; and (v) restrict, suspend or limit Platform availability at any time or in any geography.
6. PLATFORM CONDUCT
You agree to act in a transparent, forthright and honest manner at all times in your dealings with a) Ethos, b) relevant Membership Entities and c) other users and in your actions and behavior within the Platform. You are expressly forbidden from acting in any manner on or off the Platform with the intent to misrepresent, exploit or harm the reputation of a) any Memberships, b) any Membership Entity Inputs, c) any Membership Entity Benefits, d) Ethos, e) any other users, or e) any Membership Entities.
You agree to use the Platform and your Account only for purposes that are legal, proper, moral and in accordance with these Terms and any applicable laws or regulations including Canadian law, United States law and the law applicable in the jurisdiction from which you initiate access to the Platform. Without limitation, you may not, and may not allow any third party to: (i) send, enter, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable or inappropriate content on the Platform or through any other channel that refers to the Platform or Ethos; (ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, or which would involve proceeds of any unlawful activity; (iii) distribute viruses, worms, defects, trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iv) impersonate another person (via the use of an email address or otherwise); (v) upload, enter, post, transmit or otherwise make available through the Platform, or through any other channel that refers to the Platform, any content that infringes the intellectual proprietary rights of any party; (vi) operate to defraud Ethos, users, Membership Entities, or any other party or provide false, inaccurate or misleading information to Ethos; (vii) use the Platform to violate the legal rights of other parties; (viii) engage in, promote, or encourage illegal activity; (ix) interfere with another individual’s or entity’s access to or use of the Platform; (x) defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights of others; (xi) incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; (xii) harvest or otherwise collect information from the Platform about any other party; (xiii) exploit the Platform for any commercial purpose; (xiv) modify, adapt, translate, copy or reverse engineer any portion of the Platform; (xv) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform; (xvi) reformat or frame any portion of the Platform; (xvii) display any content on the Platform, or through any other channel that refers to the Platform, that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, any third party rights or moral decency; (xviii) use any robot, spider, site search / retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about users or any other parties for any unauthorized purpose, or to cause harm in any manner to the Platform; (xix) create Accounts by automated means or under false or fraudulent pretenses; or (xx) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services or the business of Ethos.
7. LIMITED LICENCE GRANTED TO YOU BY THE MEMBERSHIP ENTITY
Your enrollment in a Membership shall represent the granting of a limited licence (the “Limited Licence”) to you directly by the Membership Entity. The Limited Licence shall include the following terms and conditions:
a) The Limited Licence shall be a limited, worldwide, non-assignable, non-sublicensable, royalty-free, licence granted by the Membership Entity to you;
b) The Limited Licence shall provide you the right to display and use the Membership Entity Inputs and the Membership Entity Marks for reasonable purposes associated with the use of your Account, the Membership and the Membership Entity Benefits; and
c) The Limited Licence shall enable you to participate in the Membership Entity Benefits offered by the Membership Entity or available from the Membership Entity in accordance with any terms and conditions applicable to the Membership Entity Benefits as established by the Membership Entity and as communicated by the Membership Entity to Users.
The Limited Licence does not allow or otherwise grant any right for you or any party to make commercial use of Membership Entity Inputs including but not limited to a) selling copies or editions of Membership Entity Inputs, b) selling access to Membership Entity Inputs, c) licensing Membership Entity Inputs, d) leasing Membership Entity Inputs, e) selling derivative works embodying Membership Entity Inputs or based on Membership Entity Inputs, or f) otherwise commercially exploiting or deriving commercial value from Membership Entity Inputs.
The Limited Licence shall be issued by the Membership Entity you upon your enrollment in a Membership and shall be terminated by the Membership Entity upon the cancellation, suspension, termination or deletion of such Membership.
8. LIMITED PLATFORM LICENCE GRANTED TO YOU BY ETHOS
Subject to your compliance with these Terms, Ethos will grant you a limited, revocable, non-exclusive, personal, non-transferable licence, without the right to sublicence, to access and use the Platform (the “Platform Licence”) for reasonable purposes associated with the normal use of your Account and as set out in these Terms. The term of the Platform Licence commences on the date of your first acceptance of these Terms in any form and shall end on the earlier date / time of the suspension, restriction, termination or deletion of your Account.
9. INTELLECTUAL PROPERTY
Content and Membership Entity Inputs
You shall not in any capacity and at any time acquire any ownership rights or any intellectual property rights whatsoever in the Platform, in any part or component of the Platform or in any content contained within the Platform or associated with the Platform. You will have no rights to, either directly or indirectly, own, use, loan, sell, rent, lease, licence, sublicence, assign, copy, translate, transmit, modify, adapt, enhance, improve, reproduce, commercialize or create a) any part of the Platform (including code, imagery, design, functionality or any other component, content or feature of the Platform) or b) any images based on the Platform, or c) any derivative images derived from the Platform.
You acknowledge and understand that certain content including digital images, files, content, code, assets, artworks, visual works, text, audiovisual works, logos, trademarks, animations, audio works, photographs, 3D works, GIFS, data files or any other input, material or other form of content may be provided by the Membership Entity to Ethos and may be input into the Platform by the Membership Entity or may be uploaded into the Platform by the Membership Entity (the “Membership Entity Inputs”). The Membership Entity Inputs may be made available, referenced, reproduced or otherwise utilised or visible within a) the Platform, b) your Account, or c) any other online properties.
You acknowledge that the Membership Entity Inputs are the property of the Membership Entity, and you shall not in any capacity and at any time acquire any ownership rights or any intellectual property rights whatsoever in the Membership Entity Inputs. Further, you agree that you may not, nor permit any third party, to do or attempt to do any of the foregoing: (i) modify, distort, mutilate or perform any other modification to any of the Membership Entity Inputs; (ii) use Membership Entity Inputs in any way to advertise, market, or sell any product or service; (iii) use Membership Entity Inputs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate Membership Entity Inputs in movies, videos, video games, or any other forms of media; (v) sell, distribute, or otherwise commercialize merchandise that includes, contains, or consists of Membership Entity Inputs; (vi) trademark, copyright, or otherwise acquire any intellectual property rights in or to Membership Entity Inputs; (vii) falsify, misrepresent, or conceal the authorship of Membership Entity Inputs; (viii) otherwise utilize Membership Entity Inputs for your or any third party’s benefit; or (ix) create or cause to create works that are similar to Membership Entity Inputs or could in any way be construed by another party to infringe on the intellectual property rights of any of the Membership Entity Inputs.
Groups Content and Protocol
The Platform may include an optional messaging feature to enable direct messaging between and among you, the Membership Entity, other users and Ethos (“Groups”). If the relevant Membership Entity has enabled Groups within the Platform, and if you have opted to participate in this feature, you acknowledge and agree not to create any messages, post any messages, or interact with any messages, that are or could be construed or suspected to a) be offensive, vulgar, inappropriate, disrespectful, derogatory, unfair, immoral, unfounded, indecent, false or distasteful b) not uphold or reflect the values or views of the Membership Entity or Ethos c) violate any intellectual property rights or any other laws, d) insulting, derogatory or insensitive in any manner to any human beings, or e) contain or reference potentially harmful or malicious data or files of any kind. You acknowledge and accept that both Ethos and the relevant Membership Entity reserve the right to edit or delete any messages, including any messages created, posted or edited by you or any user and including all files, attachments, images or other data files attached or otherwise associated with such messages, at any time in their sole discretion.
Feedback
You agree that any and all creative ideas, concepts, notes, drawings, suggestions, feedback or other information that you may provide to us, whether solicited or unsolicited, as a user or otherwise, (“Feedback”) will be owned by us or the relevant Membership Entity, without providing compensation to you or any other person and without any liability whatsoever, including all intellectual property rights therein and you hereby irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to us or the relevant Membership Entity and you irrevocably waive all moral rights you may have therein. Upon request from us you will fully cooperate and assist with, execute and deliver all further documents to enable us to document, acquire, apply for, prosecute, perfect or enforce any intellectual property rights in the Feedback. If for any reason we are unable to secure any necessary documentation from you to effect the foregoing further assurances, then you irrevocably designate and appoint us and our duly authorized officers and agents as agent and attorney in fact, to act for and on your behalf for the purpose of documenting, acquiring, applying for, prosecuting, perfecting or enforcing such intellectual property rights in the Feedback. Feedback may be submitted via email at: legal@heyethos.com.
User Generated Content
You acknowledge that you are responsible for all content, including all text, data files, images, videos or any other content of any form, that you generate, enter, input, submit, upload, post or otherwise make available on or through the Platform or by reference to the Platform in connection with your access or use of the Platform (“User Generated Content”). For clarity, User Generated Content shall include all messages, including any attachments, data or files, that you may create, post or edit within Groups, all input that you may enter or provide relating to any Membership Entity surveys or polls and all Feedback. You acknowledge and accept that when you make User Generated Content available on the Internet, including on the Platform, it becomes practically impossible for any party to take down all copies of it in the future. You grant Ethos or the Membership Entity a worldwide, perpetual, unrestricted, unlimited, non-exclusive, irrevocable licence to utilize User Generated Content, without notice, compensation or attribution to you of any. This includes making User Generated Content broadly available for the syndication, broadcast, distribution or publication on any other media platforms and for the use by both Ethos and the Membership Entity in any capacity, including for commercial use. You hereby permanently and irrevocably waive all moral rights in all of the User Generated Content in favor of Ethos and its successors and assigns.
Violation of Third-Party Rights
You agree, represent and warrant that all content of any kind that you input, upload to or transmit to the Platform or through the Platform, including all User Generated Content, will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret, copyright, trademark, trade dress, patent, privacy, publicity, confidentiality or other personal proprietary rights, including intellectual property rights, of any third parties. You agree, represent and warrant that you have all lawful permissions, authorities, licences or other relevant consents to use such content in association with your use of the Platform. Ethos may terminate your Account immediately and without notice if you utilize the Platform to unlawfully publish, transmit, post, copy, link or otherwise provide access to copyrighted material without a valid licence, the express written consent of the copyright owner or a fair dealing or fair use exemption (or equivalent under applicable law) and you shall have the burden of establishing the same to the satisfaction of Ethos, acting in its sole discretion.
Alleged Copyright Infringement
Ethos reserves the right to remove any content that allegedly or potentially infringes another party’s copyright or trademark rights from the Platform and from any third-party service. You acknowledge and agree that all of your activities performed on the Platform are conducted with the knowledge that Memberships, Membership Entity Inputs, User Generated Content or any other content or materials may subsequently be removed from the Platform for any reason including but not limited to as a consequence of an intellectual property right dispute. Ethos shall not be liable to any user or any other party because Memberships, Membership Entity Inputs, User Generated Content or any other content or materials were taken off or removed from the Platform at any time.
Ethos Marks
The trademarks, logos, signs, symbols and images of Ethos, the Membership Entities or other third parties (“Marks”) displayed on the Platform are the property of Ethos or the relevant Membership Entities, partners, third-party licensors or other affiliates. You are prohibited from reproducing or using any Marks for any purpose whatsoever without the written permission of Ethos or such relevant third party. All content available on or through the Platform is protected by intellectual property laws. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any content available on or through the Platform for any purposes including any commercial purposes.
10. NO WARRANTIES AND LIMITATION OF LIABILITY
No Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE PLATFORM (INCLUDING ALL CONTENT ON THE PLATFORM AND INCLUDING ANY LINKED SITES) IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, SUITABILITY OR ACCURACY. ETHOS DOES NOT WARRANT THAT THE PLATFORM IS SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS, IS FREE OF DEFECTS, THAT THE OPERATION OF THE PLATFORM, SITE, APP OR SERVICES WILL BE FREE FROM INTERRUPTION OR ERROR-FREE, AND ETHOS DOES NOT WARRANT THAT ANY ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED. FURTHER, ETHOS DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE INTRODUCED OR OFFERED BY ANY MEMBERSHIP ENTITY OR OTHER THIRD PARTY THROUGH THE PLATFORM OR THROUGH ANY LINKED SITE, INCLUDING ANY MEMBERSHIP ENTITY OR OTHER THIRD-PARTY ACTIVITIES, AND ETHOS SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH MEMBERSHIP ENTITY OR OTHER THIRD PARTY THROUGH ANY SITE, ANY LINKED SITE OR OTHERWISE.
YOU ACKNOWLEDGE AND AGREES THAT CERTAIN ACTIVITIES CONTEMPLATED IN THE USE OF YOUR ACCOUNT OR OTHERWISE SET OUT IN THESE TERMS CONSTITUTE A BUSINESS RELATIONSHIP AND TRANSACTION DIRECTLY BETWEEN YOU AND THE MEMBERSHIP ENTITY AND THAT SUCH TRANSACTIONS ARE SUBJECT TO TERMS, CONDITIONS AND OTHER POLICIES ISSUED AT THE SOLE DISCRETION OF THE MEMBERSHIP ENTITY OR AS OTHERWISE ESTABLISHED BETWEEN THE MEMBERSHIP ENTITY AND YOU. FOR CLARITY, ETHOS SHALL NOT BE A PARTY TO SUCH DIRECT TRANSACTIONS BETWEEN YOU AND THE MEMBERSHIP ENTITY AND ETHOS SHALL NOT BE LIABLE FOR ANY CLAIMS FROM ANY PARTIES RESULTING FROM ANY SUCH TRANSACTIONS.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT ETHOS IS NOT RESPONSIBLE IN ANY WAY FOR ANY DIRECT OR INDIRECT LOSSES, LIABILITIES OR CLAIMS OF ANY KIND THAT YOU OR ANY OTHER PARTY MAY INCUR WHATSOEVER IN ANY WAY RELATED TO THE USE OF THE PLATFORM.
YOU AGREE THAT ETHOS, ITS AFFILIATES AND SUBSIDIARIES AND ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS WILL NOT BE LIABLE, WHETHER UNDER STATUTE OR IN CONTACT, TORT, STRICT LIABILITY, EQUITY OR UNDER ANY OTHER LEGAL THEORY, FOR ANY PERSONAL INJURY, PERSONAL PROPERTY DAMAGE, BREACH OF PRIVACY, LOSS (INCLUDING LOSS OF ANY MEMBERSHIPS), FINANCIAL LOSS, LIABILITY, ACCIDENT OR DEATH OR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL LOSS OR DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, THE REPLACEMENT COST OF PERSONAL PROPERTY, THE COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY, REPUTATIONAL LOSS OR DATA CORRUPTION OR DATA LOSS) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR FOR ANY DELAY OR INABILITY TO USE THE PLATFORM OR FOR ANY FAILURE OR PERCEIVED FAILURE OF THE PLATFORM IN ANY MANNER, EVEN IF ETHOS IS MADE AWARE OF THE POSSIBILITY OF SUCH BODILY INJURY, PERSONAL PROPERTY DAMAGE, LOSS OR ANY OTHER DAMAGES WHATSOEVER.
YOU ACKNOWLEDGE AND AGREE THAT ETHOS SHALL NOT BE RESPONSIBLE, LIABLE OR OTHERWISE IMPLICATED OR IN ANY WAY FOR ANY GOODS, SERVICES, BENEFITS, MEMBERSHIP ENTITY BENEFITS OR ANY OTHER FORM OF BENEFIT OR UTILITY PROMISED OR IMPLIED TO BE PROVIDED BY THE MEMBERSHIP ENTITY TO YOU IN ANY CAPACITY WHETHER OR NOT IN ASSOCIATION WITH ANY MEMBERSHIP. THE MEMBERSHIP ENTITY BENEFITS CONSITIUTE A DIRECT AGREEMENT BETWEEN THE MEMBERSHIP ENTITY AND YOU AND THE MEMBERSHIP ENTITY BENEFITS ARE SUBJECT TO TERMS AND CONDITIONS ESTABLISHED SOLELY BY THE MEMBERSHIP ENTITY AND CAN BE CHANGED, MODIFIED, RESCINDED OR TERMINATED AT ANY TIME BY THE MEMBERSHIP ENTITY AND ACCORDINGLY ETHOS HAS NO OBLIGATION WHATSOEVER TO YOU AND SHALL NOT BE HELD LIABLE FOR THE PROVISION OF THE MEMBERSHIP ENTITY BENEFITS OR ANY CLAIMS OR LIABILITY WHATSOEVER ARISING AT ANY TIME FROM THE PROMISE, PROVISION OR PERFORMANCE OF SUCH MEMBERSHIP ENTITY BENEFITS BY THE MEMBERSHIP ENTITY, NO MATTER HOW PERCEIVED BY YOU AND NO MATTER HOW ANY MEMBERSHIP ENTITY BENEFITS ARE DESCRIBED AND NO MATTER OF YOUR EXPECTATIONS RELATING TO THE MEMBERSHIP ENTITY BENEFITS, OR THE INABILITY FOR THE MEMBERSHIP ENTITY TO DELIVER OR PERFORM SUCH PROMISES OR OBLIGATIONS IN A SATISFACTORY, PROFESSIONAL, TIMELY OR LAWFUL MANNER. YOU ACKNOWLEDGE THAT ANY MEMBERSHIP ENTITY BENEFITS MAY NOT HAVE ANY MONETARY VALUE. SHOULD YOU BELIEVE YOU OR ANY OTHER PARTY MAY HAVE ANY CLAIM RELATING IN ANY MANNER TO THE MEMBERSHIP ENTITY BENEFITS INCLUDING TO THE PROMISE, PROVISION, QUALITY OR RECIEPT OF MEMBERSHIP ENTITY BENEFITS YOU ACKNOWLEDGE IT IS YOUR SOLE RESPONSIBILITY TO CONTACT THE RESPECTIVE MEMBERSHIP ENTITY DIRECTLY AND RESOLVE SUCH MATTER DIRECTLY BETWEEN THE MEMBERSHIP ENTITY AND YOURSELF. YOU ACKNOWLEDGE THAT YOUR RECIEPT AND/OR USE OF MEMBERSHIP ENTITY BENEFITS MAY RESULT IN A TAXABLE EVENT AND ACCORDINGLY YOU SHALL BE SOLELY RESPONSIBLE FOR AND LIABLE FOR ANY RESULTING OR POTENTIAL TAX LIABILITY ASSOCIATED WITH OR IN CONNECTION TO YOUR RECIEPT OR USE OF THE MEMBERSHIP ENTITY BENEFITS.
THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES, MALWARE OR MALICIOUS APPLICATION WHICH MAY INFECT A USER’S EQUIPMENT, SOFTWARE OR DEVICES, FAILURE OF THE PLATFORM, MALFUNCTIONS, INACCURCIES, DELAYS OR ERRORS OF THE PLATFORM OR APPLICATIONS AND/OR OTHER SERVICES TO BE COMPATIBLE WITH YOUR HARDWARE OR APPLICATIONS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION OR INTERCONNECT LINES OR FIBER, OR OTHER CONNECTIVITY PROBLEMS, UNAUTHORIZED ACCESS TO OR UNAUTHORIZED DISCLOSURE OF PERSONAL INFORMATION OR DATA, THEFT OF ANY KIND INCLUDING THEFT OR COMPROMISE OF MEMBERSHIP UNITS FROM YOUR ACCOUNT, LOSS OF DATA, INCOMPETE OR INACCURACY OF PAYMENT PROCESSING FOR ANY REASON, OPERATOR ERRORS, CYBER ATTACKS, STRIKES OR OTHER LABOUR PROBLEMS OR ANY FORCE MAJEURE EVENT. ETHOS CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR FREE OR SECURE ACCESS TO THE PLATFORM. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL ETHOS BE LIABLE TO YOU FOR ANY AMOUNT THAT EXCEEDS AN AGGREGATE AND LIFETIME TOTAL OF FIFTY CANADIAN DOLLARS (CAD$50.00).
11. INDEMNITY
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD ETHOS AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ADMINISTRATORS AND ASSIGNS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ALL LIABILITIES, CLAIMS, ACTIONS, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE INDEMNIFIED PARTIES MAY SUFFER OR INCUR IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RESULTING FROM ANY SOURCE WHATSOEVER.
YOU HEREBY IRREVOCABLY RELEASE, ACQUIT AND FOREVER DISCHARGE ETHOS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND SUCCESSORS FOR AND AGAINST ANY AND ALL PAST OR FUTURE CAUSES OF ACTION, SUITS, CLAIMS, LIABILITIES OR CONTROVERSIES ARISING OUT OF YOUR CONDUCT, VIOLATION OR PERCEIVED VIOLATION OF THESE TERMS.
12. ASSUMPTION OF RISK
All activities that you may initiate, conduct or be a party to, including all activities you conduct on the Platform are at the sole discretion and at the complete risk of the user. You acknowledge the risk of using the Platform and agree to be solely bound by and responsible for the outcome of any such activities, whether or not the Platform behaves as you expect. You acknowledge and agree that the Platform may be subject to technology related failures including bugs, malfunctions, timing errors, hacking, compromise and theft. We assume no liability or responsibility for any technology related failures, risks or uncertainties or for any loss or hardship you may experience as a result of engaging with such technologies or the Platform in any capacity. You hereby acknowledge and assume the full risk of initiating, interacting with and participating in any activities and you take full responsibility and liability for the outcome of any activities you attempt, initiate or complete whether or not on the Platform and whether or not the Platform, other users, other parties, Membership Entities or any other factors behave as you expected or as you intended.
13. NO MONETARY VALUE
Memberships by their nature are not assets and therefore cannot be owned by you. You understand that Memberships have no monetary value at any time. Further, you understand that your Account has no monetary value at any time. Further, you understand that some Membership Entity Benefits that may be offered to you by the Membership Entity, including membership points, have no monetary value owed to you at any time by any party.
14. LINKED SITES AND THIRD-PARTY SERVICES
We prohibit unauthorized hypertext links to the Platform and the framing of any content available through the Platform. We reserve the right to disable any unauthorized links or frames and specifically disclaim any responsibility for the content available on any other Internet sites linked to the Platform. Access to any third party linked sites (“Linked Sites”) is at your own risk. You acknowledge that you are aware that Linked Sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions and other provisions that differ from those provided on the Platform. We are not responsible for the policies, practices, condition, security and operation of any Linked Sites, and we expressly disclaim any and all responsibility and liability to you.
15. PRIVACY AND COMMUNICATION
Any information provided by you (including Login Information, personal information and any other relevant information) will be retained and used by us in accordance with our privacy policy (the “Privacy Policy”) which sets out how, why, and to what extent Ethos collects and uses your personal and non-personal information in connection with your access to or use of the Platform. The Privacy Policy, as amended from time to time, is available here. By accessing or using the Platform, or otherwise accepting or agreeing to these Terms, you fully and completely agree to, in addition to these Terms, the terms and conditions of the Privacy Policy and to all terms and conditions incorporated therein by reference.
Consent to Receive Communications
You consent to receive communications from us and from any Membership Entity at any time, for any relevant reason using any communication method. Your communication preferences can be changed by contacting us at privacy@heyethos.com or by contacting the relevant Membership Entity. You agree that any electronic communication in the form of email, text message, push notification, phone call or posting on the Platform shall satisfy any legal requirement that such communication be in writing.
Transmission of Personal Data to Third Parties
Our processing and storage of your information, including your personal and non-personal information, may involve the transmission of such information to third parties over international borders. Because we have no control over the policies or practices of any Linked Sites or third parties, we are not responsible for the treatment of your information, including your personal and non-personal information, by Linked Sites or third parties.
Such third parties may include artificial intelligence models, and you hereby acknowledge and accept that Ethos may use information provided by you or made available by you to develop and train third-party artificial intelligence models to gain insights required to improve the functionality of certain features of the Platform.
Use of Cookies
Ethos reserves the right to store information on any of your computers, devices or media system platforms in the form of cookies or similar file formats for purposes of configuring the Platform to enhance your experience of accessing and using the Platform and to reflect your preferences. The Privacy Policy provides additional information regarding our use of cookies as well as procedures for disabling cookies.
16. MINORS
If you are under the age of majority in your local jurisdiction and your parent or legal guardian has not accepted these Terms, you are not permitted to access or use the Platform, and you must cease using the Platform immediately until your parent or legal guardian has accepted these Terms. All parents or legal guardians who accept these Terms on behalf or any minors take full responsibility for compliance with these Terms by all persons who access or use the Platform and for whom they are legally responsible.
17. VIOLATION OF THESE TERMS
You agree and acknowledge that any failure to strictly comply with these Terms or any breach of these Terms, or any attempt to do so, will entitle Ethos, in its sole and absolute discretion and without notice, to deny your access to the Platform and to cancel, suspend or permanently delete your Account. You agree and acknowledge that monetary damages may not be an adequate remedy for any violation of these Terms by you and, without limiting any of our other remedies, you hereby consent to, and authorize us to obtain, an injunction or other equitable relief from any court of competent jurisdiction without the requirement to post security or a bond. Ethos reserves the right to amend, rectify, edit or otherwise alter Platform data at any time.
18. GOVERNING LAW
These Terms and your legal relationship with Ethos shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflict of laws principles.
19. GENERAL
International Use
The Platform is operated from the Province of British Columbia, and we are headquartered in the Province of British Columbia. By electing to access or use the Platform from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the Platform is in compliance with all laws applicable within that other jurisdiction. You are not permitted to access the Platform from any jurisdiction in which the content is illegal and/or accessing the Platform is illegal. You may not use, export or re-export any materials, information or content from the Platform in violation of any applicable laws or regulations.
Digital Assets Addendum
You understand that any Membership Entity may elect, at the Membership Entity’s discretion and at any time, to enable digital asset or Web3 functions within the Platform. If you a) access or use any digital asset or Web3 functions of the Platform at any time or b) conduct any activities, actions or Transactions on the Platform involving or relating to any Membership Entity that has elected at any time, or will elect at any time, to enable any digital asset or Web3 functions within the Platform, you confirm your acknowledgment, acceptance of and compliance with the User Terms of Use Addendum – Digital Assets available here and such Addendum shall hereby be incorporated into and form part of these Terms. THE ADDENDUM CONTAINS IMPORTANT INFORMATION RELATING TO YOUR USE OF DIGITAL ASSET OR WEB3 FUNCTIONALITY OF THE PLATFORM AND IT IS YOUR RESPONSIBILITY TO READ AND UNDERSTAND THE ADDENDUM IN ITS ENTIRETY.
Waiver and Severability
The failure of Ethos to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable by any court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. All remedies of Ethos hereunder shall be cumulative.
Assignment
You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except with our prior express written consent, which consent may be withheld in our sole discretion, and any attempted assignment in violation of the foregoing is void. We may assign at our sole discretion, any or all of our rights and obligations hereunder to our affiliates, subsidiaries, successors or any other party.
Enurement
These Terms shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
Changes and Termination
You acknowledge and accept that any Membership Entity may change, in whole or in part, or terminate entirely their loyalty or engagement program, their association with Ethos or their use of the Ethos Platform at any time without notice to you at the Membership Entities sole discretion, or the Membership Entity may cease operations or otherwise go out of business at any time, which may result in the termination, cancellation, suspension or deletion of your Account or the termination of any Memberships at any time without notice to you. Further, you acknowledge that any Membership Entity may terminate, cancel, suspend, delete or reactivate any of your Memberships at any time without notice to you at the Membership Entities sole discretion or in accordance with criteria or terms and conditions established solely by the Membership Entity.
In the event of termination, cancellation, suspension or deletion of your Account for any reason, Ethos reserves the right to immediately discontinue any or all obligations under these Terms and you acknowledge that Ethos shall have no obligation to continue any service or support in any manner to any users and specifically your Account may be permanently cancelled or terminated without any notification to you. You acknowledge that upon termination cancellation, suspension or deletion of your Account for any reason, with or without notification to you, all obligations of Ethos and the Membership Entity shall cease immediately and that neither Ethos nor the Membership Entity shall have any obligation to continue any service or support in any manner to you or to any other users and specifically a) Memberships will immediately terminate, b) the Limited Licence provided by the Membership Entity will be terminated, c) the Platform Licence granted to you will be terminated, and d) Membership Entity Benefits offered by the Membership Entity associated with Memberships will be permanently cancelled or revoked without any notification to you.
You acknowledge that upon termination, cancelation, suspension or deletion of a Membership for any reason or upon any event that may cause you to no longer be enrolled in a Membership, all obligations of Ethos and the Membership Entity relating to such Membership shall cease immediately and that neither Ethos nor the Membership Entity shall have any obligation to continue any service or support in any manner to you relating in any way to such Membership and specifically a) the Limited Licence provided by the Membership Entity to you will be terminated, b) the Platform Licence granted to you in these Terms will be terminated, and c) Membership Entity Benefits offered by the Membership Entity to you will be permanently cancelled or revoked without any notification to you.
Force Majeure
Ethos will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of events beyond our reasonable control, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages or interruptions, brownouts, internet service provider failure or delay, cyber-attacks, earthquakes, floods, spills, pandemics, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against.
Notices
Any notices or other communications required by Ethos hereunder will be in writing and given by us (i) via email, (ii) via SMS, (iii) by posting to the Platform, or (iv) by posting communications within your Account as accessible through the Platform. Notice delivered by email or by SMS will be deemed to have been received on the date on which such notice is transmitted.
Language Discrepancy
In the event of any discrepancy or inconsistency between these Terms and any translated version or versions of these Terms, the Terms in the English version shall prevail, govern and control.
Survival
The provisions of these Terms which require or contemplate performance or continued compliance after the expiration or termination of these Terms shall remain enforceable notwithstanding such expiration or termination.
Questions
If you have questions relating to these Terms, please contact us at: legal@heyethos.com.
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