FLIPP COUPONS TERMS AND CONDITIONS OF USE

This is a legally binding agreement (the "Agreement") between You and Application Provider. As it contains important information regarding Your legal rights, remedies and obligations, including limitation and exclusion clauses, please review the following terms and conditions carefully before using this Licensed Application. By accessing, browsing, downloading, installing or otherwise using this Licensed Application, You agree to be unconditionally bound by and to follow the terms and conditions of this Agreement, as amended from time to time by Application Provider in its sole discretion without further notice. Any updates to this Agreement, along with the date on which it was last updated, will be accessible through the Licensed Application. For this reason, Application Provider encourages You to review the terms and conditions of this Agreement whenever You use this Licensed Application. You understand and agree that Your continued use of the Licensed Application after any such changes constitutes Your acceptance of the revised Agreement.

IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THIS LICENSED APPLICATION.

1. DEFINITIONS

"Affiliate" means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.

"Agreement" means this Flipp Coupons Terms and Conditions of Use.

“Application Content” means any content incorporated or linked from the Licensed Application. For clarity, Application Content includes Coupon Content and Related Applications.

"Application Provider" means Flipp Corporation, the owner and operator of the Licensed Application and the licensor of this Licensed Application.

"Business Day" means every day except Saturdays, Sundays and statutory holidays in the Province of Ontario, during business hours between 9AM and 5PM Eastern Time.

“Coupon Content” means coupons that appear in the Licensed Application for printing.

“Coupon Content Provider” means the party licensing the Coupon Content for use on the Licensed Application.

"Licensed Application" means the Coupon Content printing website owned and/or operated by Application Provider. The Licensed Application does not include the Related Applications or any websites, technologies or any other applications owned or operated by the Related Application Providers.

“Related Application Provider” means the owner and operator of the Related Applications.

“Related Applications” means websites, technologies, and any other applications incorporated or linked from the Licensed Application not owned or operated by Application Provider.

“Representatives” means an entity’s employee, director, officer, legal counsel, financial advisor (including accountants and auditors), agent, and contractor.

2. scope of license and license restrictions

2.1 Licensed Application and Related Applications

Subject to the terms and conditions of this Agreement, You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Application and Related Applications for personal and non-commercial use provided that You keep all copyright, trademark, patent and other proprietary notice intact ("License"). You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application or Related Applications. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application or Related Applications, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).

Any use outside of the scope of the License is a violation of the rights of the Application Provider and its licensors. If You breach this restriction, Application Provider will terminate this License granted herein and You may be subject to prosecution and damages. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws, and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise. The License is revocable at any time without notice and with or without cause.

The terms of this License will govern any upgrades provided by Application Provider that replace and/or supplement the Licensed Application or Related Applications, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2.2 Related Applications

The Licensed Application may incorporate or link to Related Applications necessary to use the Licensed Application. Such Related Applications may be subject to additional terms and conditions set by the applicable Related Application Provider. By using the Related Applications, You agree to adhere to such additional terms and conditions.

3. SUGGESTIONS, COMMENTS AND FEEDBACK

For any suggestions, comments, or other feedbacks ("Feedback") disclosed, submitted or offered to Application Provider, You grant Application Provider a perpetual, royalty-free, irrevocable, transferable, unrestricted, and sub-licensable right and license to use the Feedback as Application Provider desires. You agree that Application Provider shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit. You hereby waive all Your moral rights in the Feedback for the benefit of Application Provider and its Affiliates and the respective successors, assigns and licensees.

You represent and warrant that the Feedback You disclose, submit, or otherwise offer to Application Provider is entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise, and that the Feedback complies with this Agreement. You further represent and warrant that the Feedback will not cause injury to any person or entity and that it will not contain any harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable content.

Notwithstanding anything in this Section 3, Application Provider shall have no obligation: (i) to display, maintain or use the Feedback in any way; (ii) to keep Your Feedback confidential; and (iii) to notify You that Application Provider has resolved, used, licensed, sub-licensed, transferred, disclosed or otherwise used the Feedback.

If You do not agree with this Section 3, do not send us any Feedback.

4. Application CONTENT

The Application Content may contain proprietary materials, including images, marks, links, texts, illustrations, pictures, designs, music clips, video clips, graphics, photographs, logos, page headers, buttons, icons, scripts, domain names, service names, and trade names, some of which may have been provided by one or more third parties. Such Application Content is provided “as-is” without any warranty whatsoever.

Unless expressly permitted in this Agreement, You may not modify, copy, capture, distribute, frame, reproduce, republish, download, display, post, transmit, incorporate into any other database or compilation, or sell the Application Content in any form or by any means, in whole or in part, without prior written permission of the Application Provider. Any use not expressly authorized under this Agreement is strictly prohibited.

Objectionable Material: You acknowledge and agree that by using the Licensed Application, You may encounter Application Content that may be deemed offensive, indecent, violent, objectionable, or otherwise inappropriate, as judged by You or others. Nevertheless, You agree to use the Licensed Application at Your sole risk and that Application Provider shall have no liability to You for Application Content that may be found as such.

Survival: This Section 4 shall survive termination of this Agreement.

5. consent to use of data

You agree that Application Provider may collect and use technical data, and other related information, including but not limited to technical information about Your device, system and application software, and peripherals, and email addresses, that is gathered periodically to facilitate the provision of software updates, product support and other services to You related to the Licensed Application. Application Provider’s data collection, usage and disclosure policy is laid out in its Privacy Policy (https://corp.flipp.com/privacy). Please review this Privacy Policy and print a copy for Your records.

6. SECURITY

1. modifying the Licensed Application in any manner or form, or using modified versions of the Licensed Application, including, without limitation, for the purpose of obtaining unauthorized access to the Licensed Application;
2. testing, scanning, probing, or attempting to do the same, any vulnerability of the Licensed Application;
3. interfering, or attempting to interfere, with the Licensed Application using any forms of attacks, such as Denial of Service attacks or submitting a virus;
4. impersonating any person or entity, including but not limited to a person or entity affiliated with Application Provider, or falsely state or otherwise misrepresent Yourself, Your age or Your affiliation with any person or entity;
5. using automated scripts to collect information, including any personal information, from the Licensed Application or for any other purpose;
6. downloading any file that You know, or reasonably should know, cannot be legally obtained in such manner;
7. interfering with or disrupting the Licensed Application, or any of Application Provider's sites, servers, or networks, or disobeying any requirements, policies, or regulations of networks connected to the Licensed Application;
8. forging headers or manipulating identifiers or other data in order to disguise the origin of any content transmitted through the Licensed Application or to manipulate Your presence on the Licensed Application;
9. taking any action that imposes an unreasonably or disproportionately large load on Application Provider's infrastructure;
10. intentionally or unintentionally violating any applicable local, state, provincial, national or international law;
11. uploading, transmitting, or otherwise making available any content that Application Provider deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; and
12. engaging in any other activities that Application Provider deems to violate, interfere, threaten, abuse or any way harm the Licensed Application, the users of this Licensed Application and the merchants associated with the Licensed Application.

Application Provider reserves the right to investigate any of Your activities at any time and for any reason to determine any violations.

ANY ATTEMPT TO DELIBERATELY DAMAGE THE SERVICE MAY BE A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, APPLICATION PROVIDER RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO CRIMINAL PROSECUTION.

7. TERMINATION AND MODIFICATION

The License is effective until terminated by You or Application Provider. Your rights under this License will terminate automatically without notice from the Application Provider if You fail to comply with any term(s) of this Agreement. Upon termination of the License, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application and any information downloaded or otherwise obtained from the Licensed Application, as well as any copies of such information.

Application Provider may in its sole discretion and at any time discontinue or modify the provision of the Licensed Application, or any part thereof, with or without notice. You agree that any termination of Your access to the Licensed Application under any provision of this Agreement may be effected without prior notice.

Upon termination of this Agreement, all provisions indicated herein as surviving termination of this Agreement shall remain in full force and effect.

8. EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITIES; INDEMNITIES

In this Section 8, the term "Application Provider" includes its and its Affiliates’ Representatives.

8.1 No Warranties: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSED APPLICATION AND APPLICATION CONTENT ARE PROVIDED “AS IS”. YOUR USE OF THE LICENSED APPLICATION AND APPLICATION CONTENT IS AT YOUR SOLE RISK WITH NO WARRANTIES (INCLUDING IMPLIED, EXPRESS OR STATUTORY) WHATSOEVER. FOR CLARITY, APPLICATION PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ITS ACCURACY, VALIDITY OR COMPLETENESS OF THE APPLICATION CONTENT, OR WHETHER THE USE OF THE LICENSED APPLICATION AND APPLICATION CONTENT INFRINGES THE RIGHTS OF ANY THIRD PARTY, INCLUDING INTELLECTUAL PROPERTY RIGHTS.

8.2 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, APPLICATION PROVIDER SHALL HAVE NO LIABILITY TO YOU FOR PERSONAL INJURY, PRODUCT CLAIM (INCLUDING PRODUCT LIABILITY CLAIMS, ANY CLAIM THAT THE LICENSED APPLICATION OR APPLICATION CONTENT FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT, AND CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION) OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, IN CONNECTION WITH OR ARISING FROM YOUR USE OF (OR INABILITY TO USE) THE LICENSED APPLICATION OR APPLICATION CONTENT, HOW EVER SUCH DAMAGES WERE CAUSED, EVEN IF APPLICATION PROVIDER HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY (TORT (INCLUDING NEGLIGENCE AND MISCONDUCT), CONTRACT, STRICT LIABILITY OR OTHERWISE). ANY LIABILITY OF THE APPLICATION PROVIDER NOT LIMITED BY THIS SECTION 8.2, BUT TO THE EXTENT NOT PROHIBITED BYLAW, APPLICATION PROVIDER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES SHALL BE LIMITED TO FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF IT FAILS ITS ESSENTIAL PURPOSE.

8.3 Indemnity: You agree to indemnify, defend and hold harmless Application Provider from any damages, losses, costs and expenses (including legal fees), incurred in connection with or arising from Your use of the Licensed Application or Application Content. Application Provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You hereunder, and You shall cooperate fully as reasonably required by Application Provider.

This Section 8 shall survive termination of this Agreement.

9. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, excluding the application of any rule or principal of conflict of law that might otherwise refer construction, interpretation, or the resolution of any dispute to the laws of another jurisdiction. Where any dispute arises from this Agreement, including, without limitation, a breach of this Agreement, both parties agree not to bring any legal action against the other party in any jurisdiction except in the province of Ontario, in particular the courts located in Toronto, Ontario. With respect to matters that are exclusively the jurisdiction of the Federal Courts, both parties agree to adjudicate the matter in Toronto, Ontario.

This Section 9 shall survive termination of this Agreement.

10. GENERAL

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Agreement will be effective only if in writing and signed by Application Provider. If any provision of this Agreement shall be deemed unlawful, invalid, or unenforceable by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. This Agreement is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between You and Application Provider other than that of independent contractors.

11. THIRD PARTY BENEFICIARIES

You acknowledge and agree that Related Application Provider, licensors of the applicable Application Content and their respective Affiliates (“Third Parties”) are third party beneficiaries of this Agreement, and that Your acceptance of this Agreement constitutes Your acceptance that Third Parties will have the right to enforce the terms of this Agreement against You as a third party beneficiary thereof.

12. NOTICES

All notices required under this Agreement shall be given as follows: (a) in the case of notices to Application Provider, by e-mail to the following address to the attention of General Counsel: legal [at] flipp [dot] com, such notice shall be deemed effective the later of two (2) Business Days after sending such e-mail, or receipt of such e-mail by the General Counsel; and (b) in the case of notices to You, by e-mail to the e-mail address that You provided to Application Provider, such notice deemed effective the earlier of one (1) day after sending such e-mail, or receipt of such e-mail by You.

Last Updated: April 15, 2016