These Terms of Use (“Terms”) govern your access to, and use of, the EatSleepRIDE Mobile Inc. (“ESR”) mobile application (our “App”) and websites (the “Sites”), (taken together, the “Services”) we provide, and any information, text, graphics, or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"). “Users” within the meaning of these Terms, are all persons who make use of the Services offered by ESR. By accessing or using the Services, Users agree to these Terms.

The Services are owned and operated by ESR. The Services are offered subject to Users’ acceptance without modification of all these Terms and all other operating rules, policies and procedures that may be published from time to time by ESR.

Your Account

By accessing the Sites, you provide consent to receive transactional and relationship electronic messages (“Messages”) from ESR. You can decline to receive relationship Messages in the Settings panel inside the ESR app or by contacting feedback@eatsleepride.com. As a User, you are responsible for maintaining a valid email address to continue to access ESR. You are responsible for maintaining the security of your email and your account, and are fully responsible for all activities that occur under the account and any other actions taken in connection with it. You must not use your account in a misleading or unlawful way, including in a manner intended to trade on the name or reputation of others. To that end, ESR may change or remove any Content likely to cause harm to ESR or to other Users. You must immediately notify ESR of any unauthorized uses of your account or any other breaches of security. ESR will not be liable for any acts or omissions by you, including any damages incurred as a result of such acts or omissions.

Privacy Policy

We care about maintaining your privacy. Any information that Users provide to ESR is subject to our Privacy Policy, which governs our collection and use of Users information. You understand that through your use of the Services, you consent to the collection and use (as described in the Privacy Policy) of this information, including the transfer of this information to Canada, the United States and/or other countries for storage, processing and use by ESR.

Passwords

You will need a username and password, which you will receive through the Services registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorized use of password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information.

Content

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated the Content. We may not monitor or control the Content posted via the Services and we cannot and will not take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will ESR be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

Temporal Availability

You acknowledge that ESR cannot technically guarantee the uninterrupted operation of its own Services, third-party applications and/or the own application, such as, the tracking of location data by GPS, visual and acoustic guidance and evaluation of sensor data. You therefore cannot claim the right for its permanent availability. ESR reserves the right in particular, to restrict or temporarily suspend the Services for purposes of maintenance, safety or capacity according to our own judgement.

Your Rights

You retain your rights to any Content submitted, posted or displayed on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). You agree that this license includes the right for ESR to make such Content available to other companies, organizations or individuals who partner with ESR for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by ESR, or other companies, organizations or individuals who partner with ESR, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services. We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. You are responsible for use of the Services, for any Content provided, and for any consequences thereof, including the use of your Content by other Users and our third-party partners. You understand that your Content may be re-broadcasted by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. ESR will not be responsible or liable for any use of your Content by ESR in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

Copyright Policy

ESR respects the intellectual property rights of others and expects Users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information:

1. a physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
2. identification of the copyrighted work claimed to have been infringed.
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
4. your contact information, including your address, telephone number, and an email address.
5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. a statement that the information in the notification is accurate, and signed approval that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, ESR will also terminate a user's account if the user is determined to be a repeat infringer. For notice of alleged copyright infringement appearing on the Services contact us.

Disclaimer and Limitation of Liability

Throughout the Services Users may find links and pointers to Internet sites maintained by third parties, sometimes through third party advertisements. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites.

In addition, neither we nor any of our respective affiliated companies operate or control in any respect any information, products or services that third parties may provide on or through the Services or on websites linked to by us through the Services. The information, products and services offered on or through the Services and any third-party sites are provided "as is" and without warranties of any kind either express or implied.

To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services or any of its functions will be uninterrupted or error-free, that defects will be corrected, or that any part of the Services or the servers that make it available, are free of viruses or other harmful components.

We do not warrant or make any representations regarding the use or the results of the use of the Services or materials on ESR or on third-party sites in terms of their correctness, accuracy, timeliness, reliability or otherwise.

Users must provide and are solely responsible for all hardware and/or software necessary to access the Services. You assume the entire cost of and responsibility for any damage to, and all necessary maintenance, repair or correction of, that hardware and/or software. The Services are provided for informational purposes only, and are not intended for trading or investing purposes, or for commercial use.

The Services should not be used in any activities where damage or injury to persons, property, environment, finances or business may result if an error occurs. You expressly assume all risk for such use. The Services may allow you to purchase many different types of products and services online that are provided by third parties. We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services.

If you make a purchase from a merchant on the Services or on a site linked to by the Services, the information obtained during your visit to that merchant's online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. A merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. In addition, when you purchase products or services on or through the Services, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant's website and click on its information links or contact the merchant directly.

You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase or use of any products or services made available by third parties through our Services. In no event shall ESR or its service providers, affiliates, associates, subsidiaries or partners be liable for any damages, including, without limitation, damages for loss of data or profit, or due to business interruption, arising out of the use of or inability to use the materials contained on the Services even if ESR has been notified of the possibility of such damage. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to all Users.

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.

The information and opinions expressed on the Services are not necessarily those of ESR or its service providers, affiliates, associates, subsidiaries or partners and ESR makes no representations or warranties regarding that information or those opinions.

Neither ESR or its service providers, affiliates, associates, subsidiaries or partners shall be responsible or liable to any person or entity whatsoever for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided on the Services.

Preservation of Intellectual Property Rights

All material on the Services, including, but not limited to images, illustrations and multimedia materials, is protected by copyrights which are owned and controlled by ESR or by other parties that have licensed their material to ESR. Material from the Services may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Modification of the materials or use of the materials for any other purpose is a violation of the copyrights and other proprietary rights held by the respective providers thereof.

Controlling Law and Jurisdiction

These Terms and any action related to them will be governed by the laws of the Province of Ontario, without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in Toronto, Ontario, Canada, and Users consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

Termination

We may cancel or terminate your right to use the Services or any part of the Services at any time without notice. In the event of cancellation or termination, you are no longer authorized to access the part of the Services affected by such cancellation or termination. The restrictions imposed on Users with respect to material downloaded from the Services, and the disclaimers and limitations of liabilities set forth in these Terms of Service, shall survive.

No Reverse Engineering

You shall not, directly or indirectly reverse engineer, decompile, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the executable code portions of the Services only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. In addition to any other rights and remedies that ESR may have under the circumstances, Users shall be required, in all cases to pay royalties to ESR with respect to any mobile apps or other products that are developed, marketed or distributed by user, and derived in whole or in part from the reverse engineering of Services or any ESR data, code or other material.

Changes to Terms of Use

We may revise these Terms of Use from time to time. The most current version of these Terms will govern your use of the Services and will always be at Terms of Use. If we make material changes to these Terms we will notify you by email to the email address associated with your account at that time. By continuing to access or use the Services after those changes become effective, you agree to be bound by the revised Terms of Use.

I HAVE READ THE ABOVE TERMS AND BY USING THE SERVICES AGREE TO THE TERMS.

5/28/2021 16:54