Welcome to BOGO App, Inc. (“BOGO”, “we”, “us” or “our” as context dictates). We are an online marketplace that helps business owners boos foot traffic into their establishment, through the distribution of targeted and systematic Buy One Get One vouchers.
“Account” means a Restaurant’s account that was registered on our website or mobile platform and created for the purposes of accessing our Services.
“Application” or “App” means BOGO web based and mobile application utilized by a Restaurant to avail the Services.
“Company” means a sole proprietorship, partnership, joint venture, corporation, employer, bank, financial institution or lending institution.
“Content” means any content featured or displayed while using the Services, including but not limited to text, documents, information, data, articles, opinions, images, photographs, graphics, software, Applications, video recordings, audio recordings, sounds, designs features, User Ratings and Testimonials and other materials that are available website or while using the Services.
“Handle” means to process, record, transfer, access receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” and “Handling” has the same meaning depending on the context.
“Law” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.
“Person” means an individual or a Company.
“Personal Information” means any identifiable information related to a Person.
“Restaurants” means any restaurant merchant that is featured on the Application that a User can purchase a Voucher for.
“Testimonials” mean the written statements submitted by Users or Restaurants to describe their experience using BOGO and the Services, such written statements may be used on BOGO’s Services and any other digital and print materials for marketing purposes.
“Transaction” means the User paying the Restaurant directly for the food or beverage that is connection with a Voucher.
“User” means any Person that has a registered BOGO account to redeem Vouchers.
“Voucher” means the good and/or services to be provided by Restaurants, stated on the Voucher as presented by BOGO on the Application.
“you” and “your” means either a User or such Persons as the context so requires, including a Company or other legal entity on behalf of which a Person may be acting.
2. Overview of Services
BOGO is an online marketplace in which business owners offer Buy One Get One discount vouchers to Users of our Application.
3. General Terms
(a) You must be 18 years or older to use our Services;
(b) You may not use our Services for any illegal or unauthorized purpose nor may you violate any Laws in your jurisdiction, or the Laws of Canada and the Provinces, by using our Services; and,
(c) Our Terms may be available in languages other than English. In the event of any inconsistencies or conflicts between the English version of our Terms and our Terms available in another language, the most current English version of our Terms will govern.
5. Understanding the Role of Each Party
(a) BOGO is only responsible for providing the Services and for providing certain types of services (see Section 2 – Overview of Services). We provide services in our corporate capacities, and not as employees, agents or representatives of the Restaurant.
(b) BOGO has no role and assumes no liability with respect to any User’s act or omission and any issues which arise between any party using Services.
(c) BOGO does not make any warranty, guarantee or representation as to the ability, competence or qualification of its Restaurant partners.
6. Your Account
(a) Account Set-up: In order to access our Services, you must register and create an Account on the Application. Once an Account is created, the Restaurant is responsible for managing the Account.
(b) Registration: In the process of registering for a BOGO Account, you will be asked to disclose Personal Information. You agree not to provide any false Personal Information and to keep all Personal Information up-to-date, accurate and complete at all times. Failure to do so, constitutes a breach of the Terms of Service and may result in immediate cancellation of your Account by BOGO. You agree not to create an Account for someone other than yourself.
(c) Company Accounts: If acting on behalf of a Company, you agree that you have authority to bind your Company to our Terms and that your Company will be the owner of the Account.
(d) Username: You may not use as a username the name of another Person or entity that is not lawfully available for use, or a name or trademark that is subject to any rights of another Person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
(e) Account Security: You agree not to share your password, or allow someone other than yourself to access your Account or do anything that may jeopardize the security of your Account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.
(f) Suspicious Activity: If we suspect any unauthorized access to your Account or that there is suspicious activity in relation to your Account, we retain the right, but do not have an obligation, to suspend your Account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required.
(g) Cancellation by Restaurant: As a Restaurant, you may decide at any time to pause, resume or cancel your Account. Such cancellation is subject to subsection (i).
(h) Cancellation by BOGO: We reserve the right to suspend, and if deemed appropriate, cancel your Account with BOGO. If we cancel your Account, you shall not create another one without our permission.
(i) Effect of Cancellation: All provisions of the Terms, as identified in section 33(Surviving Provisions) shall survive cancellation. Upon cancellation, your right to the use our Services will immediately cease.
7. Fees and Payments
BOGO services are provided to Restaurants at no cost, subject to BOGO’s sole right to introduce new features and functionalities within the App at a later date and Users will be able to subscribe to such features at that time.
8. Your Information
(a) You are responsible for the Content that you post to our Application, including its legality, reliability and appropriateness.
(c) You agree that all information or data on the Application or processed through the Application may be, without further required consent by you, Handled by a third- party for either: (1) the third party’s own legitimate business purposes; (2) purposes which serve our business purposes; or (3) for regulatory or other reasons which are imposed on us, in Canada or the United States, or in any other jurisdiction we provide services.
(d) Your information may be subject to third party data management and privacy policies in the event such third parties are utilized by us or by you (e.g. for purposes of payment of fees).
9. Representations, Warranties and Covenants
(a) You acknowledge and agree that: (1) you are 18 years old or older; (2) you have the authority to bind yourself, or such other party which you may be representing, to the Terms; (3) your use of the Application will be solely for purposes that are permitted by the Terms; (4) your use of the Application will not infringe or misappropriate the intellectual property rights of any third party; and (5) your use of the Application, as applicable, will comply with all Laws and with all applicable BOGO’s policies.
(b) You acknowledge and confirm that the information you are providing is true and correct and understand that it is being used to provide Vouchers.
(c) Restaurant Conduct: Upon accessing the Application, you warrant that you will not:
(i) violate the terms set out under section 6 (Your Account);
(ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in the Application;
(iii) damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the Application;
(iv) copy, or make derivative work from, any part of the Application in any medium, including use of a frame or border environment around the Application, or other framing technique to enclose any portion or aspect of the Application, using any device including using spiders, data mining, robots, or similar data gathering means;
(v) access the Application in order to build a commercially available product or service which competes with the Application;
(vi) copy any features, functions, integrations, interfaces or graphics which are part of the Application;
(vii) violate any Laws;
(viii) make statements on any part of the Application on any topic, particularly regarding Users or Restaurants, Content and the Application, which could reasonably be considered false or misleading;
(ix) wilfully tamper with the security of the Application, including attempting to probe, scan or test the vulnerability of the Application or to breach the security or authentication measures;
(x) share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on BOGO that is not agreed upon by us in writing in advance of receipt of such data;
(xi) transmit any information, through the Application or to Users in any other manner, which may: (1) be unlawful, threatening, abusive, libelous, defamatory; (2) refute or is contrary to what is set out anywhere in the Application; (3) is considered “spam” (including machine or randomly- generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (4) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (5) violates the privacy of any third party; and
(xii) attempt to gain unauthorized access to the Application or our computer systems or networks through hacking, password mining or any other means.
(d) We reserve the right to investigate and prosecute, to the fullest extent of the Law, any violation of the above. Our actions against you, upon suspicion or confirmation of a violation of the above, may also include suspension or termination of your Account, removal or suspension of your Content and issuance of a warning to Restaurant about any relevant information about you to the extent permissible under applicable Law.
10. How to Deal with Misconduct
If you notice anyone who is behaving inappropriately in their use of the Application, including dangerously or in violation of Law, you should not hesitate to report the Person to us and the appropriate authorities provided, however, that any such contact with us will not: (1) make us liable to you in any way; or (2) oblige us to take any action beyond what is our legal obligation.
11. Disclaimer Regarding our Actions
In some circumstances, we may become aware of potentially illegal or fraudulent activity in relation to the use of the Application. Any actions we take with respect of this knowledge, including any messages (e.g. warning) we might provide on the Application or through any communication directly to Restaurants, is strictly on an “as is” basis. We do not provide: (1) any representations or warranties regarding the reliability or accuracy of any such messages; (2) any assurance that we can be relied upon to ensure that such messages will reach all those Restaurants who would benefit from receiving the messages and that even if such messages are received, the Restaurants will be able to avoid the harm or other adverse impact that we may have been warning about in the message; or (3) that any assurances that we will reliably become aware of such potentially illegal or fraudulent activity.
12. Constructive Comments and Prohibited Content
In certain circumstances, Restaurants may opt to provide Testimonials on the Application or our website. Testimonials can include details or comments about our Services. In addition to the presence of the Testimonial on the Application or our website, Restaurants making such Testimonials grant us a worldwide, royalty-free, perpetual, irrevocable and exclusive right to publish any such Testimonial, in any manner and at any time, solely at our discretion.
13. Monitoring of Restaurant Activity and Privacy
14. Third Party Links
The Application may contain links to third-party web sites or services that are not owned or controlled by BOGO.
BOGO has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that BOGO shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
15. Right to Terminate Account
We reserve the right, but not the obligation to, determine, solely at our discretion, whether any Restaurant violates our Terms and at our choosing suspend, terminate or deny access to a Restaurant Account, with or without prior notice.
(a) Our Terms, and any applicable payment obligations, will deemed to be applicable to you upon your use of the Application and will terminate only upon an actual deletion or deactivation of your Account through the means provided on the Application. Abandonment or non-use of the Account will not lead to an automatic termination of your Account.
(b) We may terminate your access to all or any part of the Application at any time, with our without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion.
(c) Except for the provisions set out in Section 33 (Surviving Provisions) the Terms will no longer be applicable to you if your Account is cancelled or terminated.
(d) Upon termination of your Account, (1) all rights, licenses, consents and authorizations granted pursuant to our Terms will immediately terminate and any Content which is provided by a Restaurant under our Terms will be no longer accessible by a Restaurant, and (2) we may disable all Restaurant access to services on the Application.
(e) Notwithstanding anything to the contrary in the Terms, with respect to information and materials then in our possession or control:
(i) we may retain Restaurant Data in our backups, archives and disaster recovery systems until such Restaurant Data is deleted in the ordinary course; and
(ii) all information and materials described in subsection (i) will remain subject to all confidentiality, security and other applicable requirements of the Terms.
17. Intellectual Property Rights
(a) We retain ownership of all intellectual property rights of any kind related to the Application, including applicable copyrights, patents, trademarks and other proprietary rights. The Terms do not transfer any intellectual property between parties. We reserve all rights that are not expressly granted under the Terms.
(b) All Content and information on our website and on the Application is protected by copyright as a collective work and/or compilation under applicable Laws. These marks may not be copied, downloaded, reproduced, used, modified or distributed in any way without our prior written permission by the applicable party.
18. Permission for Communication
We use email and other electronic means to stay in touch with Restaurant. You agree that when you provide us your Restaurant’s e-mail address or personally identifying information (e.g. name, address) during or prior to access of the Application or use of any other service or tool provided through or on the Application, you: (1) consent to receive communications from us, our Affiliates, and applicable Restaurants in electronic formats, including via the email address you have submitted, SMS messages to your telephone, or other agreed upon contact methods; (2) can opt-out from receiving communication from any such party at any time by completing the formalities on the Application, but we do not take on any liability for any communication of another party to you, particularly if you have provided your contact information to them independently rather than using the communication functions of the Application; and (3) agree that our Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.
20. Disclaimer of Warranties
IN ADDITION TO ANY OTHER DISCLAIMERS SET OUT IN THE TERMS, THE SERVICES PROVIDED, INCLUDING ALL CONTENT ON, FUNCTION OF, AND TRANSACTIONS CONDUCTED OVER, THE APPLICATION ARE “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND MADE BY US. TO THE FULLEST EXTENT OF THE LAW, WE DO NOT REPRESENT THAT ANY INFORMATION EXCHANGED BETWEEN A PARTY UNDER THE TERMS IS SECURE, EVEN IF WE BECOME AWARE OF ANY, OR ARE TOLD ABOUT, A POTENTIAL BREACH. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR ACCURACY. WE DO NOT WARRANT THAT THE APPLICATION OR THE FUNCTIONS THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE APPLICATION OR ANY ITEM CONNECTED
WITH THE SERVER IS FREE OF VIRUSES OR ANY HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY PROVIDED FOR ELSEWHERE IN THIS AGREEMENT, ANY TRANSMISSION TO AND FROM THIS APPLICATION, COMMUNICATION BETWEEN THE PARTIES OR ANY COMMENTS MADE BY YOU, ARE NOT CONFIDENTIAL,. YOU AGREE THAT YOUR USE OF THIS APPLICATION CREATES NO OBLIGATION UPON US AND THERE IS NO RELATIONSHIP (WHETHER CONTRACTUAL, FIDUCIARY OR OTHERWISE) CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO THESE TERMS.
21. Limitation of Liability
We will not be liable for any damages or losses arising from your use of the Application or arising under our Terms. To the maximum extent permitted by applicable Law, in no event will BOGO be liable to you for any loss of profits, interruption to business, harm to reputation, misuse of data, or for any incidental, direct, indirect, special, consequential or exemplary damages, however arising and whether or not BOGO has been informed of the possibility of such damage, even if a remedy set forth in our Terms is found to have failed of its essential purpose. We will also have no liability for any failure or delay, including the failure of any integrated or ancillary third-party service used in conjunction with the Application or for any failure of a third party to keep safe any Transactional information or other Personal Information of a Restaurant.
22. Release and Indemnification
(a) You agree to indemnify and hold harmless BOGO, its officers, directors, employees, agents, successors and permitted assigns from and against any and all claims and expenses, including legal fees and disbursements, arising out of:
(i) any use of the Application (including Content posted by you or use of a social media website or App in connection with Content on the Application) by you, including a Restaurant’s violations of any of the provisions in our Terms or any other terms as agreed upon between Restaurant;
(ii) improper Handling of Restaurant Data;
(iii) allegation of facts that, if true, would constitute Restaurant’s breach of any of its representations, warranties, covenants or obligations under the Terms; or
(iv) negligence or willful misconduct by Restaurant or any third party on behalf of Restaurant in connection with the Terms.
(b) In the event of any dispute between you and any other Restaurant in connection with the Application, you agree to grant BOGO and its officers, employees, directors, and agents and related entities a release from all claims, causes of action, demands and damages (actual and consequential) of every kind and nature whatsoever, known and unknown, arising out of or in any way connected with such dispute now or at any time in the future.
(c) In the event you are a California resident, you waive California Civil Code Section 1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
(d) We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.
23. Modification of Terms
(a) BOGO reserves the right, at our sole discretion, to amend our Terms at any time and will update our Terms in the event of any such amendments.
(b) If a change is made to our Terms which we consider significant, we will post the amended Terms of Service on the our website. Although we will take reasonable steps to notify you of such significant changes made, you are expected to check the Terms of Service periodically for any amendments. Your continued use of the Application following such notification shall constitute your affirmative acknowledgement of the Terms of Service, the modification and agreement to abide and be bound by the Terms of Service, as amended. If at any time you choose not to accept our Terms, including following receipt of notification of any modifications made hereto, then please do not use the Application.
24. Governing Law
Our Terms and access to or use of the Application shall be governed by, and construed in accordance with the internal Laws of the Province of Ontario and the federal Laws of Canada applicable in that province, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Alberta or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than those of the province of Ontario.
25. Waiver of Class Proceedings
BOGO and all Restaurant hereby waive any right they may have to commence or participate in any class action lawsuit against BOGO related to any claim, dispute or controversy and hereby agree to opt out of any class proceeding against BOGO otherwise commenced
If any portion or provision of the Terms shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of the Terms, or the application of such portion and provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of the Terms shall be valid and enforceable to the fullest extent permitted by Law.
27. No Assignment
(b) Restaurant may not assign or delegate any rights or obligations under the Terms without our prior written consent and any unauthorized assignment and delegation by you is void.
28. Headings and Summaries
The headings, captions and summaries in the Terms are for convenience only and in no way define or describe the scope or content of any provision of the Terms.
Except as otherwise stated in the Terms or as expressly required by Law, any notice to us shall be given by email to email@example.com. Any notice to you shall be given to the most current email address in your Account.
30. Other Rules of Interpretation
Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; and the words “including”, “includes” and “include” mean “including without limitation”.
31. No Waiver of Covenants
Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in the Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.
Please report any violations of these Terms by a Restaurant or a third party by sending an email to [EMAIL].
33. Surviving Provisions
Only the following provisions of these Terms of Service will survive following any termination or expiration: Sections 7 (Fees and Payment), 10 (Representations, Warranties and Covenants), 17 (Termination), 19 (Permission for Communication), 21 (Limitation of Liability), 22 (Release and Indemnification), 24 (Governing Law), 25 (Waiver of Class Proceedings) and this Section.
34. Terms Applicable to Apple Users
The parties acknowledge that by accepting these Terms, you are granted a non-transferable license to use the Application on devices you own or control (including any iPhone or iPod touch that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Application). The parties acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. The parties acknowledge that BOGO is solely responsible for addressing any claims relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, BOGO will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. The parties agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
If any claim, dispute or controversy occurring amongst Restaurants, or between a Restaurants and BOGO in relation to our Services, cannot be resolved within a commercially reasonable timeframe, the dispute may be referred to arbitration pursuant to the Arbitration Act, 1991 S.O. 1991, c. 17. There shall be one arbitrator selected in accordance with the Rules. The parties to the dispute shall equally share the fees of the arbitrator and the facility fees and such parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Notwithstanding the foregoing, each disputing party shall have the right to seek injunctive or other equitable relief that may be related to the breach of confidentiality obligations or violation of the intellectual property rights set forth in the Terms.
36. Entire Agreement
BY CLICKING “SIGN UP”, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND AGREE TO BE BOUND BY THE TERMS.