Terms of Service

Last Updated September 22, 2016


ReUp Technologies Inc. (“ReUp”, “we”, and/or “our”) provides its website at www.getreup.com (the “Site”) and its related service that provides its customers, or their delegates, with the ability to build and publish their own customized mobile application (the “Application”) using the ReUp Application Builder and ReUp Dashboard (collectively, the “Service”).


  1. Account Terms
    1. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use the Service and any Application built thereunder.
    2. To access and use the Service, you must register for a ReUp account (“Account”) by providing your full legal name, company name, a valid email address, and any other information indicated as required by ReUp. ReUp may reject your Application for submission to the Apple App Store or Google Play Store, remove your Application from the Apple App Store or Google Play Store, or cancel an existing Account, for any reason, in our sole discretion.
    3. You acknowledge that ReUp will use the email address you provide as its primary method of communication with you.
    4. You are responsible for keeping your password secure. ReUp cannot and will not be liable for any loss or damage arising from your failure to maintain the security of your Account and password. In the event ReUp provides you with a temporary password upon registration of an Account, you are responsible for changing this temporary immediately upon receipt.
    5. You are solely responsible for all activity and content such as data, graphics, photos and links that is uploaded via your Account, the Service and/or to your Application (“Application Content”). You shall not upload any graphics, photos and links that may be considered unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable, or which violates any person’s intellectual property or these Terms of Service. Additionally, you must not transmit any worms or viruses or any code of a destructive nature.
    6. A breach or violation of any term in the Terms of Service as determined in the sole discretion of ReUp will result in an immediate termination of your Account by ReUp.

 

  1. Account Activation
    1. Subject to section 2.2, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
    2. If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. By signing up for the Service on behalf of your employer, you represent and warrant that you have the authority to bind your employer to our Terms of Service.
    3. Upon completion of sign up for the Service, ReUp will:
      1. Allow you, or your delegate, to build your Application using the Service;
      2. Provide you with a URL by which third party consumers will be able to access your web based version of your Application (the “Web Application”);
      3. Collect your payment details via the ReUp Dashboard, including your credit card number;
      4. Review your initial version of the Application to ensure compliance with these Terms;
      5. Provide feedback or changes if necessary;
      6. Submit the ReUp approved version of your Application into the Apple App Store or Google Play Store;
      7. Commence charging the Subscription Fee in accordance with Section 7 hereunder.
    4. You acknowledge that the credit card number you have entered via the ReUp Dashboard will be your default payment account and that it is your sole responsibility as the Account Owner to maintain these accounts. If you do not wish to keep such payment account(s) active, it is your responsibility to deactivate them, and provide ReUp with updated credit card information via the ReUp Dashboard.
    5. In launching your ReUp Application for sale in the Apple App Store, or Google Play Store you represent and warrant that you have read, agreed with and accept all of the terms and conditions contained in these Terms of Service, the Privacy Policy, as well as accept all terms and conditions set forth by either Apple or Google pertaining to the sale of the Application on each of the foregoing online application stores respectively.

 

  1. General Terms
    1. Technical support is only provided to paying “Basic” or “Pro” Account holders and is available via email and/or phone at the details listed at getreup.com/contact.
    2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
    3. You acknowledge and agree that ReUp may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on the Site, available at  https://www.getreup.com/terms such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Service after the amended Terms of Service are posted to the Site constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
    4. You may not use the Service, Web Application, or Application for any illegal or unauthorized purpose nor may you, in the use of the Service, Web Application, and/or Application, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service, Web Application, and/or the Application.
    5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, Web Application, and/or Application, use of the Service, Web Application, and/or Application, or access to the Service, Web Application, and/or Application without the express written permission of ReUp, which permission may be withheld by ReUp in its sole discretion.
    6. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use ReUp or ReUp trademarks and/or variations and misspellings respectively thereof.
    7. Questions about the Terms of Service should be sent to hello@getreup.com.
    8. You understand that your Application Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
    9. You acknowledge and agree that your use of the Service, including information transmitted to or stored by ReUp, is governed by the Privacy Policy at www.getreup.com/privacy_policy
    10. The parties have required that the Terms of Service and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.

 

  1. ReUp's Rights
    1. We reserve the right to modify or terminate the Service for any reason, without notice at any time.
    2. We reserve the right to refuse service to anyone for any reason at any time.
    3. We may, but have no obligation to, remove Application Content and Accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
    4. Verbal or written abuse of any kind (including threats of abuse or retribution) to any ReUp customer, ReUp employee, member, or officer will result in immediate Account termination.
    5. ReUp may not pre-screen Application Content. Notwithstanding the foregoing, it is in our sole discretion to refuse publication of, or remove from any mobile application store, any Application and/or Application Content that is available via the Service.
    6. We reserve the right to provide our Service to your competitors and make no promise of exclusivity in any particular market segment.
    7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
    8. ReUp retains the right to determine, in our sole judgment, rightful Account ownership and to transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, ReUp reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

 

  1. Limitation of Liability
    1. You expressly acknowledge and agree that none of ReUp, and each of its employees, agents, officers, directors and/or suppliers shall be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service, Web Application, and/or Application.
    2. In no event shall ReUp or any of its employees, agents, officers, directors and/or suppliers be liable for lost profits or any indirect, special, incidental, exemplary, punitive or consequential damages arising out of or in connection with the Site, the Service, the Web Application, the Application or these Terms of Service (however arising including negligence). You agree to indemnify and hold ReUp, ReUp partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
    3. None of ReUp, its employees, agents, officers, directors and/or suppliers shall be liable for direct damages stemming from claims arising from the use of the Service, the Application, the Web Application, these Terms of Service, the Privacy Policy, and/or in connection with our Site, where such claims are in excess of the aggregate amount paid to ReUp by you in the twelve (12) months before the date such claim arose.
    4. Your use of the Service, Web Application, and/or Application is at your sole risk. The Service and any resulting Application is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
    5. ReUp does not warrant that the Service, Web Application, or Application as applicable, will be uninterrupted, timely, secure, or error-free.
    6. ReUp does not warrant that the results that may be obtained from the use of the Service and/or Application will be accurate or reliable.
    7. ReUp does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service, including without limitation the Application and/or Web Application, will meet your expectations, or that any errors in the Service and/or Application will be corrected.

 

  1. Intellectual Property and Customer Content
    1. By subscribing to the Service, ReUp grants you a limited, revocable, worldwide, non-transferrable, non-sublicensible, non-assignable, right and license to access, use and advertise the Application and the Web Application. You acknowledge and agree that these Terms of Service to not convey to you any additional intellectual property rights with respect to the ReUp name and/or brand, the Application, the Web Application, the Service, the Site, or any related software and/or code upon which any of the Application, Web Application, Service or Site have been built.
    2. We do not claim any intellectual property rights over the material you provide to ReUp. All material you upload remains yours. You can request that ReUp de-list your Application from the Apple App Store and/or Google Play Store at any time.
    3. By uploading Application Content, you agree: (a) to allow third party users to view your Application Content; (b) to allow ReUp to display and store your Application Content; and (c) that ReUp can, at any time, review all the Application Content submitted by you via the Service.
    4. You retain ownership over all Application Content that you upload to an Application; however, by instructing ReUp to list for download your Application on the Apple App Store or Google Play Store, you agree to allow third parties to view and use your Application. Notwithstanding anything to the contrary herein, you are responsible for compliance of the Application, and any applicable Application Content, with any applicable laws or regulations.
    5. We will not disclose your confidential information to third parties, except as required in the course of providing our Service. Confidential information includes any materials or information provided by you to ReUp which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
    6. ReUp shall have the non-exclusive, royalty free, worldwide right and license to use the names, trademarks, service marks and logos associated with you and/or your company to i) submit your Application to the Apple App Store and Google Play Store; and/or ii) issue a press release and/or make any other public communication with respect to your use of the Service, including, but not limited to, ReUp’s advertisement of your use of the Service on getreup.com.
    7. You acknowledge and agree that ReUp will retain all right, title and interest to transaction and performance data related to your use of the Service, Application and/or Web Application which ReUp may collect, use, and/or disclose for its business purposes.
    8. ReUp supports the protection of intellectual property and asks ReUp customers to do the same. It's our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a Digital Millennium Copyright Act (“DMCA”) notice to hello@getreup.com. Upon receiving a DMCA Notice, we may remove or disable access to the material claimed to be a copyright infringement. Once provided with a notice of takedown, such applicable customer can reply with a counter notification using our form if they object to the complaint. The original complainant has fourteen (14) business days after we receive a counter notification to seek a court order restraining such given ReUp customer from engaging in the infringing activity, otherwise we restore the material.

 

  1. Payment of Fees
    1. You will pay the Fees (as hereinafter defined) applicable to your subscription to ReUp (“Subscription Fees”) and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”), and any fees relating to your purchase of any products or the Services such as POS Equipment, shipping, apps, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
    2. You shall keep a valid credit card on file with ReUp to pay for all incurred and recurring Fees. ReUp will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and ReUp will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Service are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise agreed to between the parties, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
    3. Subscription Fees are paid in advance and will be billed in monthly intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at ReUp’s discretion. You will be automatically charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. As well, an invoice will appear on the Account page of your ReUp administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
    4. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
    5. If you are a resident of Canada, you are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of ReUp’s products and Service. These Taxes are based on the rates applicable to the Canadian billing address you provide to us. Such amounts are in addition to the Fees for such products and Service and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide ReUp with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
    6. If you are resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of ReUp’s products and Service, including without limitation, your subscription to or purchase of ReUp’s Online Services, POS Services, POS Equipment, and Applications(“Taxable Offerings”). Any applicable Taxes are based on the rates applicable to the U.S. billing address you provide to us, and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to the Fees for the Taxable Offerings and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide ReUp with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
    7. If you are not a resident of Canada or the U.S., and not subject to Canadian Goods and Services Tax/Harmonized Sales Tax (GST/HST) in respect of your subscription to or purchase of ReUp’s products and Service, you must provide ReUp with a statement by email to hello@getreup.com stating that: (i) you are not a resident of Canada or the U.S.; (ii) you are not GST/HST registered; and (iii) to the extent that you are an individual and not a corporation or other legal entity, you were not physically present in Canada when ReUp’s products and Service were made available to you. The statement should also include your complete home and/or business location address. If you do not provide such information, you will be charged for Taxes applicable to your subscription to or purchase of ReUp’s products and Service, which will be billed to your Authorized Card until after such time that you provide ReUp with the information described above. To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in Canada or the U.S., you must advise ReUp immediately by email to hello@getreup.com
    8. ReUp does not provide refunds.

 

  1. Cancellation and Termination
    1. You may terminate your Account at any time by emailing hello@getreup.com, or your ReUp sales or operations representative, then following the specific instructions provided to you in ReUp's response. Upon termination of the Service by either party for any reason:
      1. ReUp will cease providing you with the Service and you will no longer be able to access your Account, Web Application, and/or Application;
      2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
      3. any outstanding balance owed to ReUp for your use of the Service through the effective date of such termination will immediately become due and payable in full; and
      4. your Application and/or Web Application, as applicable will be taken offline.
    2. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
    3. We reserve the right to modify or terminate the ReUp Service, including without limitation use and listing for download of your Application, or your Account for any reason, without notice at any time.
    4. Fraud: Without limiting any other remedies, ReUp may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

 

  1. Modifications to the Service and Prices
    1. Prices for using the Service are subject to change upon 30 days’ notice from ReUp. Such notice may be provided at any time by posting the changes to the Site or the ReUp Dashboard via an announcement.
    2. ReUp reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.
    3. ReUp shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

 

  1. Third Party Services
    1. In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, ReUp’s partners or other third parties.
    2. ReUp may from time to time recommend, provide you with access to, or enable third party software, applications (“Third Party Apps”), products, services or website links (collectively with Third Party Apps as the “Third Party Services”) for your consideration or use, including via the Service. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or your Application dashboard is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.
    3. We do not provide any warranties with respect to Third Party Services. You acknowledge that ReUp has no control over Third Party Services and/or Third Party Providers, and shall not be responsible or liable to anyone for such Third Party Services and/or Third Party Providers. The availability of Third Party Services on your Application dashboard or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with ReUp. ReUp strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.
    4. If you install or enable a Third Party Service for use with the Service and/or the Application, you grant ReUp permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Service, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. ReUp is not responsible for any disclosure, modification or deletion of your data or Application Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or Application Content.
    5. Notwithstanding anything to the contrary hereunder, under no circumstances shall ReUp be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if ReUp has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

 

  1. Waiver and Complete Agreement
    1. The failure of ReUp to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and ReUp and govern your use of the Service, superseding any prior agreements between you and ReUp (including, but not limited to, any prior versions of the Terms of Service).

 

ReUp Technologies Inc.

10 Dundas Street East, 6th Floor

Toronto, Ontario

M5B 0A1

Email: hello@getreup.com