TERMS OF USE

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE APP, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, DO NOT ACCESS OR USE THE APP.

Welcome to the Mealscout Terms of Use (the “Agreement”). This Agreement is between Mealscout Software Corp. (“Mealscout", “we", “us” or “our”), the owner and operator of the Mealscout mobile application (the “App”), and you (“user”, “you” or “your”) a user of the App.

This Agreement incorporates by reference our Privacy Policy (https://mealscout.app/policies/privacy), and any other policies posted by us on the App from time to time (together, the “Policies”).

1. Amendments to this Agreement

Mealscout may amend this Agreement in its sole discretion at any time and from time to time by posting the amended Agreement on the App. You can determine when this Agreement was last amended by referring to the “Last Updated” reference expressly provided above. Your continued access or use of the App after any such amendments constitutes your acceptance of the amended Agreement.

2. App Modifications

Mealscout reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the App (or any functions or features thereof) in its sole discretion, with or without notice. Mealscout will not be liable to you or any third party for any modification, suspension or discontinuance of the App.

3. User Log-Ins

Users may log-in to access and use the App through their Google or Apple accounts. You agree to keep your usernames, passwords and any other information relating to such log-in accounts (collectively, “Log-In Information”) confidential. Users are solely responsible for maintaining the security of Log-In Information, and for all uses of your Log-In Information with or without your knowledge or consent.

4. App Use

In accessing or using the App, users must not:

(a) use the App outside of its ordinary intended use, as determined by us in our sole discretion from time to time;

(b) use any automated software program (bots), spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to otherwise access and use the App for any purpose, except with our prior written consent;

(c) breach or circumvent any laws or any third-party rights;

(d) use the App if you are not able to form legally binding contracts (i.e., lacking legal capacity with respect to age, mental capacity or other factor), or are temporarily or indefinitely suspended from using the App;

(e) distribute viruses or any other technologies that may harm the App;

(f) interfere with the working of our App, or impose an unreasonable or disproportionately large load on our infrastructure;

(g) infringe the copyright, trademark, patent, publicity, moral, database and/or other intellectual property rights (collectively “Intellectual Property Rights”) that belong to or are licensed to Mealscout. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Mealscout or third parties;

(h) circumvent any technical measures we use to provide the App or take any action to violate, interfere with or undermine the security or system integrity of the App; or

(i) take any action that would damage, harm, or diminish our reputation, goodwill, or public image.

If we determine, in our sole discretion, that you are abusing the App, or otherwise failing to comply with the terms of this Agreement, we may, without limiting any other available remedies herein or under applicable law, limit, suspend or terminate your access to the App, and take technical and/or legal steps to prevent you from using the App.

5. User Information

You represent and warrant that, for all information that you provide or make available to the App, directly or indirectly (together, the “User Information”):

(a) you own or otherwise control all necessary rights to do so and to meet your obligations under this Agreement;

(b) all such User Information is accurate and complete; and

(c) the use of any such User Information by us, or others in contract with us, for the purposes of providing the App does not and will not infringe any Intellectual Property Rights, privacy rights or contractual rights of any third party.

6. Our Content

The content contained on the App, including the text, graphics, images, audio, video and other material, as well as the taglines and look-and-feel (collectively, the “Content”), is protected by copyright, trademark and other such intellectual property laws in Canada, the United States and foreign countries, and is owned or controlled by Mealscout or by third parties that have licensed their Content to Mealscout. Unauthorized use of the Content by you may violate copyright, trademark, and other intellectual property laws.

The trademarks, logos and service marks (the “Marks”) displayed on the App, and which may be included with the Content, are owned by Mealscout or third-party licensors. Except as otherwise expressly provided by Mealscout in writing, you are prohibited from using such Marks without prior written permission from Mealscout or such applicable third party in each instance.

For certainty, Mealscout retains all right, title and interest in and to the Content and the Marks.

7. Disclaimers and Liability Limitation

YOU ACCESS AND USE THE APP AT YOUR OWN RISK.

THE APP AND ALL FEATURES, FUNCTIONS AND INFORMATION ACCESSIBLE THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, ACCURACY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. MEALSCOUT PROVIDES NO GUARANTEE THAT THE APP WILL FUNCTION WITHOUT DEFECT, ERRORS, INTERRUPTION, OR DOWNTIME. YOU AGREE THAT MEALSCOUT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AFFILIATES, AND ASSIGNS ARE NOT LIABLE FOR ANY LOSS, HARM, DAMAGE, COST, OR INJURY SUFFERED (INCLUDING ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) IN CONNECTION WITH YOUR ACCESSING, USING, OR THE INABILITY TO ACCESS, OR USE, THE APP. YOU AGREE THAT MEALSCOUT IS NOT RESPONSIBLE FOR YOUR ACTIONS OR JUDGMENTS IN CONNECTION WITH YOUR USE OR RELIANCE ON THE APP, INCLUDING ANY SICKNESS, ALLERGY OR OTHER INJURY THAT YOU MAY SUSTAIN BY RELYING ON INFORMATION FROM THE APP. MEALSCOUT IS ALSO NOT RESPONSIBLE FOR THE ACTIONS OR OMISSIONS OF ANY THIRD PARTIES.

IN ADDITION, WITHOUT LIMITING THE FOREGOING, MEALSCOUT (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AFFILIATES, AND ASSIGNS) ARE NOT LIABLE FOR ANY DAMAGES OR LOSSES (INCLUDING LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) ARISING OR RESULTING DIRECTLY OR INDIRECTLY FROM:

(i) THE USER INFORMATION THAT YOU PROVIDE (DIRECTLY OR INDIRECTLY) WHEN ACCESSING OR USING THE APP;

(ii) THE THIRD-PARTY PRODUCTS AND SERVICES THAT YOU MAY ACCESS OR USE (DIRECTLY OR INDIRECTLY) IN CONNECTION WITH THE APP OR OTHERWISE; AND

(iii) ANY RECOMMENDATIONS MADE BY THE APP TO YOU OR TO ANY OTHER PERSON, OR ANY RELIANCE BY YOU OR BY ANY OTHER PERSON ON ANY SUCH RECOMMENDATIONS, INCLUDING RECOMMENDATIONS AND RELIANCE WITH RESPECT TO: (a) RECIPES AND COOKING INSTRUCTIONS; AND (b) ALLERGENS AND DIETARY RESTRICTIONS.

ANY PICTURES OF FOODS OR INGREDIENTS ON THE APP MAY NOT BE REPRESENTATIVE OF SUCH FOODS OR INGREDIENTS, AND MEALSCOUT DISCLAIMS ANY LIABILITY RELATING TO SAME.

WITHOUT LIMITING THE FOREGOING, AND IN ANY EVENT, MEALSCOUT’S MAXIMUM LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED CAD$100 IN THE AGGREGATE.

THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMISSABLE UNDER APPLICABLE LAW.

8. Third-Party Materials

The App may contain links to third party websites, applications, products or services (together, the “Third-Party Materials”) that are not owned, maintained or operated by Mealscout. Mealscout is not responsible for such Third-Party Materials and does not make any representations, warranties or guarantees regarding Third-Party Materials whatsoever. For certainty, Mealscout disclaims any liability associated with your access to, use of, download of, or reliance on, such Third-Party Materials. Your access, use and/or download of any Third-Party Materials is at your sole risk.

9. Indemnity

You agree to defend, indemnify, and hold harmless Mealscout and its affiliates, and each of their officers, directors, employees and agents, from and against any and all claims, actions, demands or losses, including reasonable legal and accounting fees, arising from or in any way relating to your breach of this Agreement.

10. Reliance

You understand and agree that Mealscout is making the App available to you in reliance upon the limitations and exclusions of liability, indemnities, and the disclaimers set forth in this Agreement, and that the same form an essential basis of the contract between you and Mealscout. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy, or the termination of, this Agreement.

11. General

(a) Entire Agreement. This Agreement, which incorporates the Policies, constitute the entire agreement between you and Mealscout with respect to the subject matter contained herein and there are no other terms, conditions, representations, warranties, or collateral agreements, express or implied. To the extent of any conflict, the following order of precedence will apply in descending order: (i) this Agreement; and (ii) the Policies.

(b) Assignment. Mealscout may assign this Agreement, in whole, or in part, at any time in its sole discretion, with or without notice to you. You may not assign your rights or delegate your duties under this Agreement, either in whole or in part, without our prior written consent in each instance. This Agreement will enure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs and permitted assigns.

(c) Non-Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. Waivers will not be effective unless in writing and duly authorized by an officer of Mealscout.

(d) Severability. In the event that a court of competent jurisdiction determines that any provision(s) of this Agreement (or parts thereof) are invalid or unenforceable (the “Impugned Provisions”): (i) the Impugned Provisions will not affect the validity or enforceability of any other provisions of this Agreement, which will remain in full force and effect; and (ii) to the maximum extent permitted by applicable law, the Impugned Provisions will be deemed to be amended such that they accomplish their original intent as closely as possible while remaining compliant with applicable law.

(e) Interpretation. This Agreement was written in the English language. If this Agreement is translated into another language, the English language text will in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”. The descriptive headings contained in this Agreement are included for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement.

(f) Governing Law. This Agreement is governed and interpreted pursuant to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction. You agree to submit to the exclusive jurisdiction of the courts located within the Province of British Columbia, Canada. The foregoing will not limit our right to enforce this Agreement in any other jurisdiction if reasonably necessary or advisable in our sole discretion.

(g) Trial Waiver. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY, OR COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST US RELATED TO THE APP AND/OR THIS AGREEMENT.