TERMS OF USE FOR CATEGORIZR

 

Last updated: March 1, 2020

 

Welcome to Categorizr!

 

Categorizr offers a productivity smartphone application (the “App”) branded as “Categorizr” that helps users manage their receipts and inventory.

 

These Terms of Use (these “Terms”) govern your use of the App and the Categorizr website (www.categorizr.com) (collectively, the “Services”), which are owned, run, operated and managed by Miluka Ventures Inc., an Ontario corporation (“MVI,” “we,” “us,” or “our”).

 

THESE TERMS ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND MVI, SO PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS, YOU MAY NOT USE ANY OF THE SERVICES. WE SUGGEST YOU PRINT A COPY OF THESE TERMS FOR YOUR RECORDS.

 

  1. Licensed Uses and Restrictions

 

The Services are owned by MVI and are licensed to you on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis on the terms and conditions set forth in these Terms. These Terms define legal use of the Services, all updates, revisions, substitutions, and any copies of the Services made by or for you.  All rights not expressly granted to you are reserved by us.

 

You shall not:

 

  • Use the Services for any application that replicates or attempts to replace the essential user experience of the Services.

 

  • Attempt to cloak or conceal your identity or your application’s identity when requesting authorization to use the Services.

 

  • Use the Services for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code.

 

  • Use the Services in any manner or for any purpose that violates any law or regulation, any right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality.

 

  • Sell, lease, or sublicense the Services or access thereto or derive revenues from the use or provision of the Services, whether for direct commercial or monetary gain or otherwise, except as set forth below.

 

If we reasonably suspect that your use of the Services has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you and any of your activities with law enforcement

 

  1. Ownership

 

The Services may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S., Canada and other countries. Our rights apply to the Services and all output and executables of the Services. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these Terms. We own all rights, title, interest, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. These Terms do not grant you any right, title, interest, copyright or other Intellectual Property Right owned or licensed by us including, but not limited to, the Services and Categorizr trademarks and service marks. You are not allowed to use the word “Categorizr” or any variation thereof, or the Categorizr icon or logo without the express written permission of MVI.

 

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, province, country, territory or other jurisdiction.

 

You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

 

  1. Security

 

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

 

You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or account or any other breach of security. Notwithstanding section 13, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all parties.

 

  1. Communications

 

You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us. These communications may be generated by automatic telephone dialing systems which will deliver pre-recorded messages, including for the purposes of secondary authentication, receipts, reminders and other notifications. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you. You may opt-out of receiving communications by following the unsubscribe options we provide to you in those communications. You acknowledge that opting out of receiving communications may impact your use of the Services.

 

  1. Your Content

 

The Services may include functionality for uploading or providing receipts, documents, photos, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”).

 

You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media in order to provide and promote the Services. You retain all rights in your Content, subject to the rights you granted to us in these Terms. You may modify or remove your Content by terminating you account with us, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

 

You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or trademark; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with MVI’s or its partners’ products and services, as determined by us in our sole discretion; (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose MVI, its affiliates, its customers or its partners to harm or liability of any nature; or (g) was obtained in breach of any applicable law, including personal privacy statutes, anti-spam legislation and consumer protection laws.

 

  1. Access

 

We may change, suspend, or discontinue any aspect of the Services at any time, including the availability of any the Services. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

 

  1. Fees and Payments

 

We reserve the right to charge fees for future use of or access to the Services.

 

  1. Receipts and Other Documents

 

Our Service allows users to receive and store digital purchase receipts, digital return receipts, gift receipts and other digital transaction records. The Service is designed to automate and streamline the receipt of digital receipts and to facilitate the return or exchange of the products and services described in those digital receipts. Additionally, the Service allows the merchants with whom you deal to make product and service offers to you based on your purchasing activity as tracked by the Service. You acknowledge and agree that all transactions facilitated using the Service will be strictly between the you and the applicable merchant with whom you are dealing and while we will assist in the delivery and storage of digital transaction records that may be issued by the applicable merchant, we are not a participant in your transaction. We may alter, suspend, or discontinue any of the Services at any time and for any reason or for no reason, although prior to permanently discontinuing or closing any of the Services, we will provide a thirty (30) day period during which users can download copies of their digital transaction records. The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. The Services may be updated periodically and feature(s), information or capabilities may be added, deleted or altered without notice. You acknowledge and agree that the Service will be provided with advertisements and merchant offers that will be presented to you as messages or offers in your service account and that the presentation of these messages and offers to you is necessary to enable us to provide the Service. You also acknowledge and agree that we may send certain communications to you, including Service-related announcements, administrative messages, and other communications, and that these messages are part of the Service and you may not elect to not receive them. If you elect to have any business dealings with anyone whose products or services may be advertised or offered through the Service, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that we shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings. You shall be responsible for obtaining access to the Services and acknowledge that such access may involve third-party fees (such as telecommunications or Internet service provider access or data plan fees). You shall be solely responsible for any such fees and also for obtaining any equipment required to access the Services.

 

You must ensure you keep all original receipts and documents saved on the Services, whether you received it in paper or electronic format. We shall not be responsible in the event a merchant does not accept as proof of purchase any receipt or document stored in the Services.

 

  1. Indemnity and Release

 

To the maximum extent permitted by applicable law, you will indemnify, defend, and hold harmless MVI and its subsidiaries, affiliates, directors, officers, agents, licensors, co-branders or other partners, and employees from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable legal fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of Canada (including its provinces and territories) or any other country; and (e) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

 

To the maximum extent permitted by applicable law, you hereby release and waive all claims against MVI, and its subsidiaries, affiliates, directors, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the Services. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state, province or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

 

  1. Representations and Warranties

 

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Terms; (c) any information you provide accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, state, provincial, territorial, and local laws, rules, and regulations applicable to you and/or your business, including all laws governing the protection of personal information, anti-spam legislation and consumer protection laws; (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms.

 

  1. No Warranties

 

THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, MVI SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

MVI DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR SMARTPHONE OR LOSS OF DATA.

 

We do not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party. We do not have control of, or liability for, goods or services that are paid for using the Services.

 

  1. Limitation of Liability and Damages

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MVI BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. IN ALL CASES, MVI WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

 

UNDER NO CIRCUMSTANCES WILL MVI BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF MVI IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $50.

 

The Services may be controlled and operated from facilities in the United States. We make no representations that the Services are appropriate or available for use other than in Canada. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including but not limited to export and import regulations. You represent that you are not a person or entity described or designated under the provisions of any Canadian anti-terrorism or sanctions legislation (including under the Criminal Code (Canada), the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any associated regulations thereof) (a “Listed Person”). You may not use the Services if you are or become a Listed Person. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in Canada.

 

  1. Disputes and Binding Individual Arbitration

 

“Disputes” are defined as any claim, controversy, or dispute between you and us, its processors, suppliers or licensors (or their respective subsidiaries, affiliates, directors, officers, agents, licensors, co-branders or other partners, or employees), including any claims relating in any way to these Terms, or the Services, or any other aspect of our relationship.

 

You and MVI agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST MVI. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the International Centre for Dispute Resolution Canada (https://www.icdr.org), where such arbitration is conducted in Canada. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration so long as their matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. If you are a consumer bringing a claim relating to personal, household, or family use under a consumer protection law of a province or territory, any arbitration hearing will occur within such jurisdiction and be governed by the laws of such jurisdiction. Otherwise, any arbitration hearing will occur in: (a) Toronto, Ontario; (b) another mutually agreeable location; or (c) a location ordered by the arbitrator. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For purposes of this arbitration provision, references to you and MVI also include respective subsidiaries, affiliates, directors, officers, agents, licensors, co-branders or other partners, or employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above: (i) you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the provincial or federal courts in the City of Toronto, Ontario.

 

  1. Termination

 

Your license to the Services under these Terms continues until either party terminates it. You may terminate the license by discontinuing use of all or any of the Services. We may terminate the license at any time for any reason. Your rights to use the Services terminate automatically if (i) you violate any of these Terms, (ii) we publicly post a written notice of termination on www.categorizr.com, (iii) we send a written notice of termination to you, or (iv) we disable your access to the Services.

 

If these Terms or your license to the Services are terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. The following sections of these Terms survive and remain in effect in accordance with their terms upon termination: 2 (Ownership), 5 (Your Content), 6 (Access), 7 (Fees and Payments), 8 (Indemnity and Release), 9 (Representations and Warranties), 10 (No Warranties), 11 (Limitation of Liability and Damages), 12 (Disputes and Binding Individual Arbitration), 13 (Termination), and 15 (Other Provisions).

 

  1. Privacy Policy

 

Please refer to our Privacy Policy at www.categorizr.com for details on how we collect, handle and use your personal information.

 

  1. Other Provisions

 

Revisions. We may amend these Terms and any of our policies, at any time with notice that we deem to be reasonable in the circumstances and in accordance with applicable law or code of conduct, by posting the revised version on our website (each a “Revised Version”). The Revised Version will be effective as of the time it is posted. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.

 

Assignment. These Terms and any rights and licenses granted hereunder or thereunder may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

 

Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of these Terms, you and MVI shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of MVI, express or implied, and you shall not attempt to bind MVI to any contract.

 

Invalidity of Specific Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.

 

Governing Law. These Terms and the relationship between you and MVI shall be governed by the laws of the Province of Ontario without regard to its conflict of law provisions.

 

No Waiver of Rights by MVI. MVI’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

 

Miscellaneous. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of these Terms. Any construction or interpretation to be made of these Terms shall not be construed against the drafter. These Terms constitute the entire agreement between MVI and you with respect to the subject matter hereof.