POKET, INC.

TERMS OF SERVICES

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Last Updated: May 18, 2021

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IMPORTANT - PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR USE OF THE SERVICE.

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These terms of service (“Terms”) are entered into between you and Poket Inc. (“Poket”) with a place of business at 100 College St, Suite 150, Toronto, Ontario M5G 1L5. These Terms state the terms and conditions under which you may use the Poket Service (as defined below). You acknowledge and agree that you are subject to and agree to these Terms. If you do not agree to these Terms, you may not use the Service.

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THESE TERMS AFFECT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, IN WHOLE OR IN PART, THEN YOU ARE NOT PERMITTED TO USE THE SERVICE.

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Poket reserves the right, at its sole discretion, to modify or replace these Terms at any time without incurring any liability or obligation. You will be notified of any modifications to these Terms. Poket will also endeavour to notify you in an email notification or other reasonable means. If you do not agree to such modified Terms, your only remedy will be to cease using the Service and Application.

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1. Definitions

  1. Application means the mobile application that Poket has made available for your use.

  2. Contributor means a person using the Services for the purpose of generating data or other information to be provided to a Requesting Party (for example, location specific data or new local points of interest that may have previously been offline or unmapped).

  3. Requesting Party means a Poket customer that has identified certain points of interest and offered cash, credit, rewards or other prizes to Contributors.

  4. Registration Information means information as prompted by any registration forms, including name, email address, user generated password, phone number, bank information, and name of your telecommunications provider.

  5. Service means the making available of the Application by Poket to you.

  6. User Content means any data or information, excluding Registration Information, that is uploaded by you into the Application or that is otherwise made available by you to Poket in the course of Your use of the Application or access to the Service

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2. Additional Terms.

If you are accessing the Service as an employee, contractor, or agent of a Requesting Party rather than as a Contributor (for example, for the purpose of administrating your Requesting Party’s use of the Services or coordinating Contributor’s use of the Services for the benefits of your Requesting Party), then you may be subject to additional terms and conditions agreed to between your Requesting Party and Poket (for example, in the form of a software services agreement). To the extent that there is any conflict between these Terms and the applicable agreement between your Requesting Party and Poket, that agreement between your Requesting Party and Poket will prevail to the extent of the conflict.

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3. Registration

You must register an account on the Application to use the Service. You agree to provide true, accurate, current and complete Registration Information. You consent to the use of all Registration Information for the purposes described in these Terms, the Poket Privacy Policy, and otherwise as is necessary to enable the provision of any Services. You agree to report to Poket any compromise, loss, or unauthorized use of your Registration Information. You agree that Poket will not be liable to you or any other person for any losses incurred by you that are attributable to your breach of this provision. You further agree that you will be liable to Poket for losses or damage suffered or incurred by Poket or other Contributors as a result of such breaches. 

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4. Access 

  1. Subject to your compliance with these Terms, Poket grants to you a non-exclusive, non-transferable, limited right to access and use the Service in accordance with these Terms. Any use of the Service that is not in accordance with these Terms is expressly prohibited.

  2. Subject to your compliance with these Terms, Poket grants to you a limited, non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device that you own or control and to run such copy of the Application solely for your own personal use. You are aware that when the Service may require receiving or sending messages by SMS (if available in your jurisdiction), standard messaging charges (if any) will apply and you consent to receiving SMS messages to your device. 

  3. The Application and Service are and shall remain the property of Poket and are protected by copyright, trademark, patent, and other proprietary rights and laws. You acknowledge and agree that except for the limited rights expressly provided in these Terms, nothing in these Terms shall or shall be deemed or construed or implied to assign, transfer or convey to or vest in You any title, rights or interest (including any intellectual property rights) in or to the Application or Service. You agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on all or any part of the Application or Service, or any materials made available to you through the Service. Poket reserves the right, at its sole discretion at any time, temporarily or permanently, in whole or in part to modify or discontinue the Service with or without notice.

  4. Poket may, in its sole discretion, permit you to post, upload, publish, submit or transmit User Content by using the Service (“User Content”). User Content will be deemed non-confidential and non-proprietary. You agree to and hereby assign and transfer all rights, title and interest to any and all User Content to the Requesting Party as and when such User Content is created, and take all actions necessary (at no cost to Poket or the Requesting Party) to make such assignment effective as and when required by Poket or the Requesting Party. You hereby waive any moral rights in your User Content in favour of Poket and the Requesting Party. Poket is not responsible or liable to you or any third party for the content or accuracy of the User Content. Poket does not monitor the User Content (nor shall Poket have any responsibility to do so). You further represent and warrant that you have full right and authority and all necessary permissions and consents to provide us with the User Content you contribute using the Services and to make the assignments contemplated in these Terms. You acknowledge and agree that Poket and the Requesting Party may access, store, reproduce, publish, transmit, and otherwise use and exploit the User Content for any purpose whatsoever without any restriction or consideration or obligation to you.

  5. Poket is providing you with information and functionality of the Application. You are responsible for all equipment and network services necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless or other connection and service fees associated with such access.

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5. Acceptable Use

  1. While using the Service and the Application, you will not: (i) post any unwanted communications including unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic, or profane material; (ii) use the Service or Application for any fraudulent or unlawful purpose; (iii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity; (iv) interfere with or disrupt the operation of the Service or Application; (v) copy, sell, resell or otherwise use any information available through the Service or Application; (vi) use the Service or Application with an incompatible or unauthorized device; (vii) reverse engineer, decompile or disassemble any portion of the Service or Application; (viii) use any robot, spider, site search/retrieval application, or other manual or automatic device or method, to retrieve, index, scrape, data mine or in any way reproduce any of the content available on the Service or Application; (ix) violate or infringe the right of third parties, including, without limitation, copyright, trademark, patent, trade secrets, rights publicity or privacy or any other intellectual or proprietary rights; (x) undermine the security or integrity of the Platform; or (xi) generate any data or other information pertaining to any persons or entities, where such persons’ or entities’ consent would reasonably be required, without first obtaining the consent of such persons or entities.

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6. Personal Information

  1. By using the Service, you consent to Poket’s collection, use and disclosure of your personal information for the purpose of providing the Services to you, as detailed in the Poket Privacy Policy, which is incorporated into these Terms. If you no longer consent to Poket’s collection, use and disclosure of your personal information as described in the Poket Privacy Policy, you must stop using the Service and you may request that your user account be deactivated. You expressly acknowledge and agree that Poket may provide your Registration to Requesting Parties (for example, to facilitate your use of the Service and to facilitate the payment of Rewards to you as described in Section 8.1 below).

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7. Fees

  1. The Service is available to you free of charge. Poket reserves the right to introduce a fee for the use of the Service. If Poket decides to introduce such a fee, Poket shall inform you accordingly and allow you to either continue or terminate your use of the Service.

  2. Poket may change the fees at any time and from time to time without prior notice, provided that Poket will not retroactively charge you for any period prior to the effective date of the change.

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8. Rewards

  1. In the course of using the Services, and if as agreed to between you and the Requesting Party for which you are generating User Content, you may receive cash, credits, gifts or other rewards (“Rewards”) in consideration for your generation of the User Content. The Requesting Party is responsible for the provision of any and all Rewards. While Poket may facilitate provision of such Rewards by (i) providing your Registration Information to a third-party to transfer cash amounts from the Requesting Party directly to your bank account; (ii) providing you with serial numbers of a redeemable rewards card or prepaid phone card provided by the Requesting Party; or (iii) other methods as agreed to between your Requesting Party and Poket, you acknowledge and agree that Poket is not directly responsible for the provision of Rewards, and that your only remedy with respect to the non-payment of rewards lies with the Requesting Party.

  2. If applicable, Poket may use third party services or applications to provide any Rewards you may receive through the Application. You acknowledge and agree that Poket shall not be liable for any delay in the provision of Rewards, discrepancies in Reward amounts, or failure to receive Rewards due to the Requesting Parties failure to provide accurate and timely provision of Rewards, accounting or technical errors with the bank, or technical errors or delays (howsoever caused) with any third-party services or applications.

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9. Disclaimer of Warranties

  1. THE SERVICE AND APPLICATION ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SERVICE. POKET DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, THE APPLICATION AND ANY PRODUCT OR SERVICE (INCLUDING WITHOUT LIMITATION, THIRD-PARTY PRODUCTS AND SERVICES) OBTAINED THROUGH THE SERVICE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE.

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10. Limitation of liability

  1. POKET WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, POKET WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE OR FROM ANY CONTENT POSTED ON THE SERVICE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THE MAXIMUM LIABILITY OF POKET AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE $1USD. 

  2. While Poket tries to maintain the integrity and security of the Service, it does not guarantee that the Service will be or remain secure, complete or correct, or that access to the Service will be uninterrupted. The Service may include inaccuracies, errors and materials contributed by third parties that violate or conflict with these Terms.

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11. Indemnification

  1. You agree to defend, indemnify and hold harmless Poket and its employees, officers, directors, shareholders, affiliates, agents, representatives and suppliers, from and against all claims, losses, costs and expenses (including legal fees) arising out of (a) your use of, or activities in connection with, the Service or Application; (b) any violation of these Terms by you or any third parties who are not permitted to use the Service or Application; and (c) your User Content.

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12. Security

  1. Poket has implemented security policies and practices that are designed to protect the security and integrity of the Application and Services. However, Poket does not guarantee the security of the Application or the security or integrity of any communications between you and the Requesting Party. You acknowledge that it is your responsibility to use a secure connection to access the Application and that you are solely responsible for implementing security safeguards to protect the yourself when accessing and using the Service, including to take precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature. 

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13. Termination

  1. You are entitled to terminate your use of the Service at any time by permanent deletion of the Application installed on your mobile device, thus disabling the use by you of the Application and the Service. You can close your user account at any time by contacting Poket. Poket may retain your Registration Information as provided in the  Poket Privacy Policy notwithstanding your termination of these Terms.

  2. Poket is entitled to terminate your use of the Service at any time without notice and with immediate effect (by disabling your use of the Application and the Service) for any reason, including, if you: violate or breach any term of these Terms, or in the opinion of Poket, misuse the Application or the Service. 

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14. Miscellaneous

  1. Non-Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without express prior written consent. 

  2. Survival. The provisions of these Terms survive termination. 

  3. Governing Law. These Terms are governed by the laws of the Province of Ontario, Canada, without regard to its principles of conflicts of law. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to any dispute, controversy or claim arising out of or in connection with these Terms or your use of the Service. 

  4. Entire Agreement. These Terms and the information submitted by you during the registration process for the Service constitute the entire agreement with respect to its subject matter and replaces and supersedes any prior written and/or verbal communications between you and Poket. 

  5. Independent Contractor. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Poket.  

  6. Force Majeure. Neither Poket nor you shall be liable to the other for any failure or delay to perform any of its or your obligations under these Terms during any period in which such performance is delayed by circumstances beyond its or your reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party’s time for performance will be excused for the duration of the Force Majeure.

  7. Severability. If any provision herein is held to be invalid or unenforceable to any extent, then such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent.

  8. Interpretation. Headings in these Terms are for convenience of reference only and shall in no way affect interpretation of such Terms.

  9. Waiver. No delay or omission by a party to exercise any right or power it has under these Terms or to object to the failure of any covenant of another party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.

  10. Notices. Notices shall be sent to the Poket at the addresses written above, as may be changed by Poket in accordance with the terms of this Section. Notices will be sent via email and/or to your account on the Application.