Terms of Service

1. Mealime Terms of Service Agreement

By creating an account, you agree that your registration for and use of Mealime Meal Plans Inc.’s (“Mealime”, “we” or “our”) products and services is subject to the terms and conditions set forth in this Mealime Terms of Service Agreement (this “Agreement”) and that this Agreement is enforceable like any written contract signed by you. If you do not agree to the terms of this Agreement, you shall not access, download, or otherwise use the Mealime Products and Services (as defined below). The Mealime Products and Services are licensed, not sold.

Mealime provides simple meal plans and related shopping lists, recipes and other related information for individuals (collectively, the “Mealime Products and Services”). After an unlimited Trial Period (as defined below), the Mealime Products and Services are accessible by subscription via Mealime’s website, http://mealime.com, and via Apple's App Store and Google's Play Store (collectively, the “Website”).

2. Additional Policies

The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific Mealime Products and Services:

Mealime’s Website Privacy Policy: http://mealime.com/privacy-policy

Mealime’s Website Terms of Use: http://mealime.com/terms-of-use

Each of these policies may be amended at any time and such amendments shall be binding and effective as indicated within such policies. In the event of any inconsistency between the Terms of Use and this Agreement, this Agreement shall govern your access to and use of the Mealime Products and Services.

3. License

(a) Unlimited Trial Period License: Mealime hereby grants you an unlimited, non-exclusive, non-transferable, fully revocable and non-sublicensable right and licence (the “Trial License”) to access and use certain Mealime Products and Services for an indefinite trial period (the “Trial Period”). If you choose not to purchase an optional subscription license to access premium Mealime Products and Services during the Trial License, you may continue to use the unlimited Trial License for as long as it is offered by the Company.

(b) Subscription License Grant: If you decide to purchase an optional premium subscription for the Mealime Products and Services during your Unlimited Trial License, Mealime hereby grants you a non-exclusive, non-transferable (except as provided herein), fully revocable and non-sublicensable right and license to access and use those Mealime Products and Services covered by your subscription, together with all enhancements, customizations, modifications and updates as may be provided to you from time to time, if any (the “Subscribed Services”), during the term of this Agreement and in accordance with the terms of this Agreement.

(c) Number of Licensed Users: Any license to use the Mealime Products and Services granted pursuant to this Agreement is limited to you, and your User ID may not be used by any other person, whether or not such person is employed by or otherwise associated with you.

(d) Restrictions: You agree that you will access and use the Mealime Products and Services only in compliance with this Agreement. Without limiting the generality of the foregoing, you agree that you shall not, nor shall you permit others to:

(i) allow anyone other than yourself to access the Mealime Products and Services, or any portion thereof, without Mealime’s express prior written permission;

(ii) use the Mealime Products and Services to create products or perform services which compete or interfere with the products and services of Mealime;

(iii) create compilations or derivative works of the Mealime Products and Services;

(iv) lend, sublicense, assign, sell or transfer the Mealime Products and Services, or any derivative works based thereon, in whole or in part, to any third party;

(v) copy any portion of the Mealime Products and Services in any fashion that may infringe any copyright, intellectual property right, contractual right, or proprietary or property right or interest held by Mealime or any other third party;

(vi) remove or obscure any copyright notice or other notice or terms of use contained in the Mealime Products and Services;

(vii) remove, disable, avoid, circumvent, or defeat any functionality in the Mealime Products and Services designed to limit or control access to or use of the Mealime Products and Services; or

(viii) use, download or otherwise access any portion of the Mealime Products and Services for which you have not made payment to Mealime. If for any reason, you access such Mealime Products and Services, these terms and conditions apply to your use of such services and you agree to pay all applicable charges.

(e) No Enhancements: Certain Mealime Products and Services may be customized to fit your unique needs. Notwithstanding the foregoing or Section 3(b) above, this Agreement does not entitle you to any enhancements, customizations and modifications of the Mealime Products and Services, nor to ancillary products, unless agreed to by Mealime. Accordingly, you understand that we may modify or otherwise enhance the Mealime Products and Services at any time and in doing so incur no obligation to furnish such updates to you pursuant to this Agreement.

(f) Limitations on Reverse Engineering, Decompilation, and Disassembly: You may not copy, reverse engineer, decompile, disassemble, derive source code, modify or prepare derivative works of the Mealime Products and Services.

(g) Non-exclusive License: This license is non-exclusive and nothing herein shall limit Mealime’s right to sell, assign, or in any other manner transfer Mealime’s ownership of any Mealime Products and Services.

4. Term and Renewals

This Agreement (and your subscription) is effective for an unlimited period of time from the beginning of your Trial License. Thereafter, you may, but are not obligated to, select one of the Subscribed Services subscriptions, following which this Agreement (and your subscription) will continue for the length of the subscription term for the Subscribed Services subscription you have selected and thereafter continue and automatically renew for successive renewal terms, each being equal to the length of the renewal term you initially selected, unless and until terminated by you or by us in accordance with this Agreement. Unless and until you cancel your optional subscription or we terminate it, your subscription and this Agreement will be automatically renewed (and charged to the account you have provided) for successive renewal terms, each being equal to the length of the subscription term you initially selected, at the expiration of your current subscription term and each renewal term thereafter, for Mealime’s then applicable subscription fee for the Subscribed Services subscription you have previously selected (which subscription fee is subject to change at Mealime’s sole discretion). You must cancel your subscription before it renews at the expiration of your current subscription term in order to avoid billing for the subsequent renewal term.

5. Fees and Payment

(a) License Fees: Mealime’s current fee schedule for subscriptions for the Mealime Products and Services are available on the Website at: http://mealime.com/pro, and in the mobile applications (available on Apple's App Store and Google's Play Store), which are incorporated herein by reference (the “Fee Schedule”). All fees and dollar amounts are stated in the lawful money of the United States of America unless otherwise noted. All fees are prepaid.

Cancellation may be made at any time in writing to hello@mealime.com. Fees for any current optional subscription period will be payable notwithstanding cancellation of your subscription, but subsequent renewals will be discontinued. Should you choose to select one of the Subscribed Services subscriptions, we will automatically charge your credit card for Mealime’s then applicable subscription fee for the Subscribed Services subscription you have selected and you authorize us to do so. Thereafter, on any renewal (automatic or otherwise) of your subscription, we will charge your credit card for Mealime’s then-current subscription fee for the applicable period for the Subscribed Services subscription being renewed (automatic or otherwise) and you authorize us to do so. If we are unable to process your credit card at a renewal period, your optional subscription may be immediately terminated and you will be reverted to the unlimited, full-access Trial Period. You are responsible for paying all fees associated with the use of the Subscribed Services based on the applicable subscription or renewal thereof that you have purchased. Automatic renewals will be processed (and your card charged) within thirty (30) days prior to the expiration of the term and each renewal period thereafter.

(b) Billing Information: Should you choose to purchase an optional subscription, you must provide current, complete, and accurate information for your billing account. You are responsible for ensuring this information is correct and must promptly update all information to keep your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify Mealime if your credit card is cancelled (for example, for loss or theft). In addition, you agree that Mealime has permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms Mealime retains in the future) your submitted payment information in order to process your purchase.

(c) Late Payments: If any amounts due hereunder are not received by Mealime by the due date, then at Mealime’s discretion, such charges may accrue late interest at the rate of twelve percent (12%) per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid and your subscription may be immediately terminated.

(d) GST/PST/QST/HST Collection for Canadian Residents: GST and PST/QST or HST is included in Mealime's fee schedule for Canadian residents. This means that the GST and PST/QST or HST portion that you are required to pay based on the province or territory of residence billing details you provide when subscribing to Mealime is already included in the total subscription fees. If you would like to know the amount of tax included in your subscription fees please view this chart made available by Canada Revenue Agency at: http://www.cra-arc.gc.ca/tx/bsnss/tpcs/gst-tps/rts-eng.html.

6. User Accounts

(a) Registration, Profile and User ID: You will need to register by creating an account with us in order to: access and use the Mealime Products and Services under the unlimited Trial License, purchase a subscription to the Mealime Products and Services, access the Subscribed Services, and to create a profile for yourself (a “Profile”). You agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register you may upon your first use obtain a unique log-in credential (a “User ID”) which will be associated with your Profile. Access to the Mealime Products and Services is not authorized by any person or entity using a User ID other than their own, and you are responsible for preventing such unauthorized use.

(b) Use of User ID: Mealime relies on User IDs to know whether users accessing the Website and using the Mealime Products and Services are authorized to do so. You are solely responsible for any and all access to the Website or use of the Subscribed Services by persons using a User ID associated with your Profile. Please notify us immediately if you become aware that a User ID associated with your Profile is being used without authorization. Mealime will not be liable to you or to any third party for any use (whether authorized or unauthorized) of your account, Profile or associated User ID. You acknowledge and agree that Mealime may access and/or disclose your account, Profile and associated User ID and related information if required to do so by law or if Mealime has a reasonable belief that such actions are reasonably required to (i) respond to claims that any material made available by you though the Website infringes, misappropriates or violates any third-party rights, (ii) comply with legal obligations imposed on Mealime or any subpoenas, investigative demands, or court orders directed to Mealime, (iii) enforce or fulfill the obligations under this Agreement, or (iv) protect the rights, property or safety of Mealime and its users and the general public.

7. Warranties and Limitation of Liabilities

(a) No Warranty: THE SERVICES PROVIDED ON THE WEBSITE ARE PROVIDED ON AN “AS IS”, AS-AVAILABLE BASIS. WE, OUR DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE WITH RESPECT TO THE CAPABILITY OF THE SERVICES (INCLUDING WITHOUT LIMITATION WITH RESPECT TO ACCESS TO THE SERVICES THROUGH ANY MOBILE DEVICE) OR THE ACCURACY OR THE COMPLETENESS OF THE DATA PROVIDED THEREIN. ALL WARRANTIES OF ANY TYPE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. ANY INFORMATION OR MATERIAL ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES BY ANY MEANS WHATSOEVER IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, FAILURE TO TRANSMIT DATA OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING, DOWNLOADING, USING OR RELYING ON ANY SUCH MATERIAL. Mealime DOES NOT WARRANT THAT THE SERVICES PROVIDED HEREIN WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT THE WEBSITE IS FREE OF OTHER HARMFUL COMPONENTS.

(b) Limitations of Liability: NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, Mealime’S LIABILITY UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE OPTIONAL SUBSCRIPTION FEES PAID BY YOU TO Mealime IN THE THEN CURRENT YEAR OF THIS AGREEMENT, WHICH, FOR THE PURPOSES HEREOF, SHALL BE LIMITED TO THE SUBSCRIBED SERVICES WITHOUT MODIFICATION OR CUSTOMIZATION OR OTHER UPGRADES OR UPDATES THAT ARE PROVIDED BY Mealime TO YOU UNDER ANY OTHER AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL Mealime, ITS SUPPLIERS AND ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION, PRODUCT LIABILITY OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE services OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF Mealime HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MEALIME EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY MEALIME OR ANYTHING RELATED TO MEALIME (INCLUDING, WITHOUT LIMITATION, THE SUBSCRIBED SERVICES), YOU MAY CANCEL YOUR MEALIME ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 5 (Fees and Payment) OR SECTION 10 (TERMINATION), AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND MEALIME’S SOLE AND EXCLUSIVE LIABILITY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

(c) Indemnity: YOU SHALL INDEMNIFY AND HOLD Mealime AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, AGENTS, ADVISORS AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, THREATS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, OBLIGATIONS, COSTS, AND EXPENSES INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE WEBSITE, YOUR USE OF THE SERVICES, ANY VIOLATION BY YOU OF THE TERMS OF USE OR THIS AGREEMENT, OR ANY VIOLATION BY YOU OF ANY RIGHTS OF ANOTHER (INCLUDING, WITHOUT LIMITATION, ALL INTELLECTUAL PROPERTY RIGHTS AND RIGHTS OF PUBLICITY, PERSONALITY OR PRIVACY).

(d) Reliance on Limitations: You expressly acknowledge that Mealime is entering into this Agreement and is making the Website and Mealime Products and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein and that the same form an essential basis of the contract between you and Mealime. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, termination of this Agreement for any reason, a fundamental breach or breaches of this Agreement, the failure of essential purpose of this Agreement, the failure of any exclusive remedy or the termination or suspension by Mealime of your use of, or access to, the Website or the Mealime Products and Services.

8. Proprietary Rights

(a) Trade Secrets and Confidential Information: You acknowledge and agree that any and all confidential information and materials from which Mealime derives actual or potential economic value constitutes Mealime’s confidential and proprietary trade secrets (collectively, “Trade Secrets”). You further acknowledge and agree that Mealime’s Trade Secrets include, but are not limited to, the Mealime Products and Services, and the technology used therein. Except as permitted under this Agreement, you shall maintain any information learned about Mealime’s Trade Secrets as confidential and shall not disclose such information or permit such information to be disclosed to any person or entity. With respect to all such information, you shall exercise the same degree of care to protect Mealime’s Trade Secrets that you exercise with respect to protecting your own confidential information, and in no event less than reasonable care.

(b) Ownership in the Mealime Products and Services: All right, title and interest and all intellectual property rights in and to the Mealime Products and Services (including but not limited to the source code, object code, diagrams, specifications, and any images, photographs, animations, video, audio, music, text, and ‘applets’ incorporated therein), are owned by Mealime. We are not granting any license to you under any intellectual property rights by virtue of this Agreement, except for the limited right to use the Website and your unlimited Trial Period and Subscribed Services in accordance with this Agreement. Other product and company names that are mentioned on the Website or provided under this Agreement may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you in this Agreement.

(c) Proprietary Notices: You will not remove any Mealime patent, trademark, copyright or other proprietary notices from any part of the Website or Mealime Products and Services and shall reproduce such notices in any copies, in whole or in part, of such materials permitted to be made by you hereunder.

(d) Upgrades and Customization: Any enhancement, upgrade or modification of the Mealime Products and Services, if any, and any customization undertaken by Mealime on your behalf shall be the sole and complete property of Mealime and you shall have no ownership right or claim thereto under any circumstances.

(e) Trademarks: This Agreement does not grant you any rights in connection with any of Mealime’s trademarks or trade names in any way, including in any promotion or publication, without Mealime’s prior written consent.

(f) Injunctive Relief: You acknowledge that the breach of any of your obligations under this Section 8 will, or is likely to, cause irreparable harm, and accordingly, Mealime will be entitled to seek equitable relief to protect its interests therein, including preliminary and permanent injunctive relief, as well as monetary damages.

(g) User Contributed Content: As between you and us, you retain all ownership in any content that you post or upload to the Website (including any intellectual property rights in any copyrighted materials and trademarks that are contained in such content) (“User Content”). You grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, transferable, worldwide license, to reproduce, make derivative works of, translate, distribute, display in any form or medium, whether now known or later developed, archive, modify or adapt the User Content in connection with the operation of the Mealime Products and Services.

9. Amendments to this Agreement

Mealime may amend this Agreement at any time. Any such amendment shall be binding and effective upon the earlier of (i) the date that is thirty (30) days after posting of the amended Agreement on the Website, or (ii) the date that Mealime provides notice to you of the amended Agreement pursuant to the notice provisions in this Agreement; except that changes to fees and payment terms shall only be effective in respect of payments made after such changes are posted or notified. You may immediately terminate this Agreement upon notice to Mealime if a change is unacceptable to you. Your continued use of your optional subscription following any amendment to this Agreement shall constitute your acceptance of the amendment.

10. Termination

(a) Termination: You may terminate this Agreement at any time prior to the expiry of the term, and any renewals thereof, by canceling your account. In addition, this Agreement automatically terminates if you fail to comply with its terms and conditions and Mealime reserves the right to refuse or discontinue participation to any user at any time at its sole discretion. You agree that, upon termination or expiry of this Agreement, your access rights to the Mealime Products and Services will immediately terminate and you must cease use of the Mealime Products and Services. In no circumstance shall Mealime be required to, and Mealime shall not, refund any portion of the prepaid subscription fee on termination of this Agreement for any failure to comply with its terms and conditions.

(b) User Data: If you fail to renew your subscription or if this Agreement is terminated, Mealime will not be obligated to continue to store your account data or Profile information or any User ID for any duration beyond such renewal or termination date. Mealime has no obligation to provide you with a copy of your data and, unless otherwise agreed to, will remove and discard any data ninety (90) days after such date of renewal or termination. It is your responsibility to ensure that you have stored your account data or User Profile information elsewhere prior to cancelling or terminating your subscription.

11. Non-Transferable

You shall not assign this Agreement or your subscription without the express written consent of Mealime. Any attempted assignment in violation of this provision shall be null and void.

12. General

(a) No Implied Advice: Mealime is not your nutritionist, dietician or physician and is not in the business of providing nutritional, dietary, health or other professional advice. It is your sole responsibility to determine that the Mealime Products and Services meet your needs and are suitable for the purposes for which they are used.

(b) Governing Law: This Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding its conflicts of law rules. Any suit or claim hereunder will be brought solely in the courts located in Vancouver, British Columbia having jurisdiction therefor. The parties specifically disclaim the applicability of the United Nations convention on contracts for the international sale of goods to this Agreement.

(c) Currency: All dollar amounts referred to in this Agreement are in lawful money of the United States of America.

(d) Severability: If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect; provided that severance of any payment term with the result that Mealime will not be compensated at the rates and on the terms provided for herein, shall result in immediate termination of this Agreement.

(e) No Waiver: The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision and such waiver will only be valid and in enforceable if made by the waiving party in writing.

(f) Notice: For purposes of service messages and notices about the Subscribed Services, Mealime may place a banner notice across its webpages to alert you to certain changes such as modifications to this Agreement. Alternatively, except as otherwise specifically provided in this Agreement, any notice to be given by either party shall be in writing and shall be sufficient if personally delivered; delivered by overnight carrier; or sent certified mail, return receipt requested, postage prepaid, or emailed, to the following addresses:

If to you:

Through your Mealime account or to the address noted in the registration information completed by you, as such may be updated from time to time in accordance with this Agreement. You acknowledge and agree that Mealime shall have no liability associated with or arising from your failure to maintain accurate contact or other information with us, including, but not limited to, your failure to receive critical information about the optional Subscribed Services.

If to Mealime:

Mealime Meal Plans Inc. Attention: Jeffrey Bunn Address: 170 – 422 Richards Street, Vancouver, BC V6B 2Z4, Canada

Email: hello@mealime.com

Any notice shall be deemed delivered on the third business day after the date mailed or on the business day of delivery of electronic mail (or the next business day, if the electronic mail is sent by a party on a day that is not a business day or after 5:00pm local time in the jurisdiction of the transmitting party on a day that is a business day) in the manner set out above. The designation or address of the party to be notified may be changed at any time by delivery of notice of that change to the other party.

(g) Force Majeure: Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control and not due to its fault or negligence, including, but not limited to, labour disputes, strikes, lockouts, shortages of or inability to obtain labour, or war, terrorism, riots, acts of God or any governmental action.

(h) Independent Contractors: The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.

(i) Entire Agreement: This Agreement and the policies, schedules, terms and conditions incorporated herein, including the Terms of Use, the Privacy Policy and the Fee Schedule constitute the entire, final and complete agreement between the parties and supersede all previous agreements, representations, oral or written relating to this Agreement.