Terms of Use

Last Update: March 18, 2021

These terms and conditions of use (the “Terms”) apply to your access to and use of any materials, content or services provided through our website https://ari.life (the “Website”) and our social shopping community application “Ari Life”, and such other applications as may be made available from time to time (collectively, the “Application” and together with the Website, the “Services”), owned and operated by ARI TECHNOLOGIES INC. (“Ari”, “we”, “us”, “our”). By accessing and using the Services, you accept and agree to be bound by these Terms, and all applicable laws and regulations.

PLEASE READ THESE TERMS CAREFULLY,AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS AND INDEMNITIES.

Your use of the Services is subject to these Terms.  If you are not willing to be bound by each and every term and condition, or if any representation made by you herein is not true, you may not use, and must immediately cease accessing, the Services.

Updates to Terms

We reserve the right to amend these Terms at any time without notice to you, but we will use reasonable efforts to publish each amendment before it becomes effective.  We will ensure that the latest, fully-amended version of these Terms are published on the Services.  You are responsible for regularly reviewing the Services to obtain timely notice of such amendments.  If any amendment is unacceptable to you, you may terminate your agreement to these Terms as set out above. If you continue to use the Services after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Terms.

Services

People use our Services to ‎shop products through embedded links in social media posted by their favourite icons and friends in their shopping community. Our ‎Services allow ‎you to shop the looks you like from a community of individuals and entities ‎‎with websites, blogs, social media presence, agents or agencies, digital publishers and ‎other content ‎platforms (“Curators”). If you are a registered ‎Ari Life user, you can link your posts on social media sites to third party retailers, making the products you post directly shoppable.  As a ‎registered Ari Life user, you can also find, follow, and shop Curator content directly in Ari Life.Our Services create technological and ‎commercial relationships ‎between third-party retailers, advertisers and other businesses ‎‎(“Merchants”), Curators, ‎consumers and viewers (“you”, “your” and “users”). Our Services provide a social and ‎connected ‎shopping experience to its users, while facilitating sales and marketing of Merchant products ‎and ‎services [and driving the payment of commissions to Curators].‎

PrivacyPolicy

You acknowledge that you have read the Privacy Policy located on the https://ari.life/privacy and provided to you by email, as it may be updated from time to time (the “Privacy Policy”), and hereby consent to the collection, use and disclosure by us and our agents of your personal information (whether previously collected or to be collected, and may include information generated and collected by us from your access and use of theService such as performance data of the Services (the “Usage Data”)) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in these Terms and such Privacy Policy, which is incorporated herein by reference and forms an integral part hereof.

YourAccount

Your use of the Services may require an account identifying you as a user (an “Account”).  When you create an Account, you will be asked to provide certain information which will be subject to our Privacy Policy.

In connection with your Account, you are solely responsible for (i) your Account and the maintenance, confidentiality and security of your Account and all passwords related to yourAccount; and (ii) any and all activities that occur under your Account, including all activities of any persons who gain access to your account, with or without your permission.

You must not register for anAccount on behalf of any individual other than yourself, or register for an account on behalf of any group or non-individual entity unless you are duly authorized to do so by such group or entity.

You agree to immediately notify us of (i) any unauthorized use of your Account, any service provided through yourAccount or any password related to your Account, or (ii) any other breach of security with respect to your Account or any service provided through it, and(iii) you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account.

You agree to provide true, current, accurate and complete customer information as requested by us or our agents from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.

We may assign you, or you may create, a password and account identification to enable you to access and use certain portions of the Services. Each time you use a password or identification, you will be deemed to be authorized to access and use theServices in a manner consistent with these Terms and we have no obligation to investigate the authorization or source of any such access or use of theServices.

Updates

We may provide you updates of theApplication from time to time and may require you to use the most updated version. We have the right in our sole discretion to substitute, replace, modify update or upgrade the Application or the Services, in whole or in part, and all such updates shall be incorporated into and subject to these Terms. We will be required only to support the most recent and current version of theApplication. Depending on the update, you may not be able to use theApplication until you have downloaded the latest version and accepted any new applicable terms. In case of conflict between this and other terms provided respecting such updates, the most recent terms will prevail. Nothing in this section shall require us to deliver any updates or any features or functionality to you.

Eligibility

The Services are intended solely for users who are 19 years of age or older, and any registration, use or access to the Services by anyone under19 is unauthorized, unlicensed, and in violation of these Terms. We may terminate your Account and prohibit you from using or accessing the Services(or any portion, aspect or feature of the Services) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if we have any reason to believe that you are under 19.

Proprietary Rights

In these Terms, “Content” means all materials and content, including photographs, videos, editorial, text, graphics, audiovisual materials, multimedia elements, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.

Our Content Except where expressly stated otherwise, all right, title and interest in and to the Services and allContent, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Services (collectively, “Our Content”)is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Services or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Services as set or therein. You do not acquire any ownership rights or rights to use Our Content except as expressly provided herein. All rights not expressly granted herein are reserved by us.

Third Party Content Content accessed or available through the Services or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Services or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Services as set out herein.

Your Content - You represent, warrant and agree that you are solely responsible for all Content that you transmit, post, send or otherwise make available through the Services (“Your Content”).  You further represent, warrant and agree that you are the exclusive owner of all of YourContent and/or have all right, title, and license required for Your Content, including the right to grant all of the rights and licenses granted in theseTerms without us incurring any third party obligations or liability arising out of our exercise of the rights you grant herein, and that Your Content does not infringe, misappropriate, or violate any third party’s intellectual property rights or rights of publicity or privacy or any other applicable rights. You acknowledge and agree that you are solely responsible for determining the accuracy, suitability, harmfulness or legality of Your Content.

Public Transmission and Caching You acknowledge and agree that the technical processing and transmission of the Services, including Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching”or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

Advertising We shall have the right, without notice, to insert advertising data into the Services, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Policy.  If you elect to have any business dealings with any party whose products or services may be advertised on  or linked through theServices, you acknowledge and agree that such dealings are solely between you and such advertiser, Curator or Merchant, respectively and we will not be a party to, or have any responsibility or liability related thereto.  You acknowledge and agree that no such advertising may be construed as an endorsement by us of any such products or services advertised.  

Feedback All right, title and interest in and to comments, ideas, suggestions, submissions, and impressions of the Services and any products, given, disclosed, submitted, or offered by you to us, and all the anonymous Usage Data(collectively, the “Feedback”) is and shall be deemed to be our exclusive property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.  Such Feedback will be non-confidential and we will have no obligations to you. You agree that we may use, sell, exploit, or disclose any of the Feedback, in whole or in part, for any purpose, without any attribution or compensation to you.

Compliance and Complaints We do not have any obligation to censor or review any Third-Party Content or to monitor use of the Services. However, you agree that we may, without notice or liability, disclose to third parties any of your information, monitor use of the Services and monitor, review and retain any Content if we believe in good faith that such activity is reasonably necessary to provide the Services to customers, ensure adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to your use of the Services, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, and restrict, suspend or terminate your access to the Services, including your Account.

[Digital Millennium Copyright Act - If you believe that your copyright has been infringed by a third party on ourServices, then please ‎follow ‎this take down procedure. It is our policy to respond to notices of alleged infringement ‎that comply with ‎the DigitalMillennium Copyright Act (the “DMCA”).If the information you ‎are complaining about is located ‎on a third party site or application, then you should contact ‎that third party site or application.Please be ‎aware that, in order to be effective, your notice of ‎claim must comply with the detailed requirements set ‎forth in the DMCA. You are encouraged to ‎review them before sending your ‎claim. You may notify us of alleged ‎infringement of intellectual property rights by contacting us at: privacy@ari.life.  Upon receipt of notice of claimed infringement, we will follow the procedures specified in the ‎DMCA to ‎resolve the claim between the notifying party and the alleged infringer who provided‎the content at issue.]

Our License to You

Subject to these Terms, we grant you permission to access the Services as a personal, non-exclusive, non-transferable, limited license to use the Services for purposes of viewing, promoting, advertising or otherwise accessing the Content of Creators and of certain other users and products of Merchants (the “Purpose”), provided that with respect to any materials obtained from the Services, you may not:

(i)       modify, copy, reproduce or create derivative works of such materials, except as explicitly provided;

(ii)      use the materials for any commercial purpose and for any purpose other than the Purpose;

(iii)     distribute or transmit the materials;

(iv)     publicly display, publish or perform the materials (for any purpose, commercial or non-commercial);

(v)      create derivative works from, transfer, or sell any materials;

(vi)     attempt to decompile or reverse engineer any software or database contained in or access through the Services; or

(vii)    remove any copyright or other proprietary notations;

without our prior, written consent. All rights not expressly granted to you are reserved by us and, if applicable, our licensors.  

Your License to Us

You grant us a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribution, sublicense, modify, create derivative works, communicate, publish, publicly perform, display, archive and otherwise exploitYour Content, in whole or in part, in any manner, medium or form, whether now or hereinafter devised, as we see fit in our sole discretion, including, without limitation, use for the purpose of creating, operating, promoting and improving the Services.  Without limiting the foregoing, you further grant to us the right to syndicate Your Content for any purpose, including the right to use such syndicated Content to promote theMerchants, Curators, the Ari Life brand and any further brands we derive or create therefrom. You further grant us all rights necessary to facilitate your use of a third party’s site, application, or other service that requires syndication or other use of Your Content in connection with the Services.

Proprietary Notices

The Services and all Our Content is owned and copyrighted by us and/or our licensors, and is licensed to you in accordance with these Terms only.

The trademarks, logos, and service marks displayed on or through the Services are the property (whether registered or unregistered) of [Ari Life], our licensors or other third parties. You are not permitted to use trademarks, logos and service marks for any purpose without our prior, written consent. Except as expressly indicated on the Services, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third party trademarks.

Infringer and Repeat Infringer Policy– We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers of intellectual property. We may also, at our sole discretion, limit access to theServices or terminate the Account of any user who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement.

Links to Other Sites, Networks, Platforms, and Applications

We are not responsible for third‎party ‎activities. The Services may contain links to third party sites, networks, platforms or applications ‎‎(“Linked‎Technologies”), including advertisers, Merchants, payment providers orCurators. We are not ‎responsible for ‎and cannot control the terms of service or privacy policies of such other Linked ‎Technologies. We ‎encourage you to be aware when you leave the Services, and to read the ‎applicable agreements foreach ‎and every Linked Technology. The Agreement applies solely to ‎theseServices. We are not ‎responsible for and make no representations or warranties‎regarding Linked Technologies, including ‎without limitation, the content, accuracy, opinions, ‎functionality, or services provided in such Linked‎Technologies. Inclusion of any Linked ‎Technologies on the Services does not imply our approval or ‎endorsement. If you ‎decide to access any LinkedTechnologies, you do so at your ‎own risk.‎

Acceptable Use and Prohibitions

In addition to any other terms or conditions regarding your use of the Services in these Terms, we may require you to agree to specific terms for particular services, products or areas of the Services from time to time by confirming your agreement.  Any such additional terms which you agree to will be deemed incorporated into these Terms.

Proper Conduct (Things You Must Do) Without limiting the generality of anything else contained in these Terms, you must ensure that:

(i)    you only use the Services for lawful purposes and only for thePurpose;

(ii)   you comply with all export laws regarding the importation and exportation of goods and services; and

(iii)  if at any time you become aware of any violation, by any person or entity under your control, of any part of these Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation.

Prohibited Conduct (Things You Must Not Do)– Without limiting the generality of anything else contained in these Terms, you agree that you will not, in connection with the Services, directly or indirectly do or permit any of the following:

(i)    take any action that may reasonably be expected to negatively affect the Services or the impression of the Services or to otherwise provide false, deleterious or undesirable information regarding the Services;

(ii)   disrupt or threaten the integrity, operation or security of theServices;

(iii)  disable or circumvent any access control, security or related process or procedure established with respect to the Services;

(iv)  retrieve data from the Services to create or compile, directly or indirectly, in whole or in part, a collection, compilation, database or directory without our prior written consent;

(v)   frame or utilize framing techniques to enclose any trademark, logo or other proprietary information, including Our Content without our prior written consent;

(vi)  use any device, software or routine to bypass any code which maybe included to prevent you from breaching the obligations of these Terms or to interfere with or attempt to interfere with the proper working of the Services;

(vii) reverse engineer, disassemble or decompile any of our software, prototypes, or any other systems, information, materials, or objects which are provided to you or to which you are granted access hereunder;

(viii) sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except in furtherance of the Purpose), any portion of, use of or access to, any Services, without our prior written consent; or

(ix)  harvest, scrape, or use any robot, spider, crawler, script or other automated means or interface not provided by us to access the Services or to extract data, collect information or otherwise interact with the Services.

‎Inappropriate Content

You agree not to post or behave inappropriately. We reserve the right to determine if a post or act ‎is‎offensive. You may not post inappropriate Content in connection with theServices. ‎Inappropriate Content ‎includes anything we, in our sole discretion, determines to be ‎offensive or inappropriate for ‎inclusion or use on theServices. It includes, without limitation, ‎Content that:‎

(i)     impersonates any person or entity or falsely states or otherwise misrepresents your affiliation ‎with any ‎person or entity, or creates a false identity for purposes of misleading others;‎

(ii)    promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, ‎misleading, ‎tortious, defamatory, vulgar, obscene, libellous, sexually explicit, violent, ‎invasive of another’s privacy, ‎hateful, discriminatory based on race, sex, religion, ‎nationality, disability, age, sexual orientation, [‎directed toward children under 13 years ‎of age pursuant to the Children’s OnlinePrivacy Protection Act], ‎‎or otherwise objectionable;‎

(iii)   infringes any patent, trademark, trade secret, copyright or other proprietary rights of any ‎party;‎

(iv)   you do not have the right to disclose under contract or applicable law;‎

(v)    contains software viruses or any other technology designed to interrupt, destroy or limit the ‎functionality ‎of the Services;‎

(vi)   involves the transmission of “junk mail”, “chain letters” or unsolicited mass e-mails —‎‎“spam”;‎

(vii)  uses automated scripts or other technology to collect information from or otherwise interact ‎with the ‎Services or other users without their consent;‎

(viii) engages in advertising or other solicitation activities such as pyramid schemes, contests, or ‎‎sweepstakes;‎

(ix)   provides material support or resources (or to conceal or disguise the nature, location, source, ‎or ‎ownership of material support or resources) to any organization(s)designated under applicable law as a foreign terrorist organization;‎

(x)    includes other people’s personally identifying information or other confidential information, ‎such as credit ‎card numbers, social security or social insurance numbers, license numbers, passwords, phone ‎numbers, addresses, and ‎email addresses; or

(xi)   violates or encourages or facilitates the violation of any applicable local, provincial, state, national or ‎international ‎law.‎

Violating this Agreement may lead to you being immediately and permanently banned, with ‎notification to ‎yourInternet Service Provider if deemed necessary.‎

Termination

We may, in our sole discretion, suspend, restrict or terminate your use of the Services, including yourAccount, effective at any time, without notice to you, for any reason, including if the operation or efficiency of the Services or our or any third party’s equipment or network is impaired by your use of the Services, we have received a third party complaint which relates to your use or misuse of theServices, or you have been or are in breach of any term or condition of theseTerms.

Disclaimers, Limits of Liability and Indemnities

Internet-Based Limitations Your use of the Services may depend on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i)we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (ii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.

Customer Acknowledgement You acknowledge and agree that (i) all use of the Services provided by us is at your own risk, (ii) the Content that you may access while using the Services may contain links to other Services, which are provided solely as a convenience to you and the inclusion of any such link does not imply endorsement, investigation or verification by us of such products, services or the information contained therein, (iii) all products and services provided under these Terms are provided on an “as is” and “as available” basis, (iv) allContent contained in the Services, and the terms, conditions, and descriptions that appear, are subject to change; (v) not all products and services are available in all geographic areas or may not be available for purchase at all; and (vi) any transaction between you and a Merchant, Curator or other party providing a product or service through our Service forms an agreement directly between you and such party, to which we are not a party.

Disclaimer ofWarranties We make no conditions, warranties or representations about the quality, suitability, reliability, usability, security, capacity, performance, availability, timeliness, accuracy, safety of the Services or any information, communication, products or services accessed, viewed, purchased or otherwise obtained through the Services.  We expressly disclaim all conditions, warranties and representations, express, implied or statutory, including implied conditions or warranties of merchantability, fitness for a particular purpose, durability, title and non-infringement, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever.

No Liability Notwithstanding any other provision of theseTerms, in no event will we, our affiliates, or our controlling parties, agents employees, suppliers, licensors, resellers or distributors (collectively in these disclaimers and limitations, “we” or “us”) be liable for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages or losses whatsoever, including damages for loss of profits, goodwill, opportunity, earnings, use or data, arising directly or indirectly from or related to these Terms or the Services, or any Content or software in connection therewith, regardless of the cause of action and even if one or more of us have been advised of the possibility of such damages or losses, or if such damages or losses would be reasonably foreseeable, including damages or losses arising from or in any way related to the following:

(i)    sending, receiving, not sending, not receiving, loss, deletion or alteration of any transmissions, data or transactions entered into through or using the Services;

(ii)   any suspension, curtailment, restriction, termination or other limitation placed on your use of the Services, or your Account;

(iii)  any act or omission of you or any third party, including any threatening, defamatory, obscene, offensive or illegal conduct or any infringement of another’s rights, including intellectual property rights;

(iv)  the performance of the Services;

(v)   the content or accuracy of any material, products, services, information or data (including any software) related to these Terms or viewed, downloaded, accessed or transmitted using, over or through the Services, including material that infringes the rights of others or otherwise violates laws or regulations; and

(vi)  delays, errors, interruptions, mistakes, omissions, non-delivery, incorrect delivery, viruses, Trojan horses, spyware, spam or defects in the transmission of any information, material or data over or through our systems or networks or the systems or networks of third parties.

Applicability Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability.  In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.

Indemnity By You You agree to defend, indemnify and hold us harmless from all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any such action, or to satisfy a judgment, and expenses of any kind and character whatsoever incurred by us relating to or arising from (i) access to or use, by you or permitted by you, of the Services or your Account, (ii)any of your acts or omissions, including breach or non-performance of theseTerms and any violation of any third party rights, or (iii) any of your actions or inactions on any sites or applications linked to the Services, including but not limited to the Linked Technologies.

General Provisions

Interpretation In these Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, (ii) the word “including”, the word “includes”and the phrase “such as”, when following a general statement or term(whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto),is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, (iii) all references to Services shall also include any successor or replacement Services or portion thereof, containing substantially similar information as the referenced Services and (iv) any monetary amounts expressed are in Canadian dollars.

Waiver of Rights and Remedies Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right.Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Terms. Our rights, powers and remedies in these Terms, including without limitation the right to suspend, restrict or terminate your access to any portion of the Services, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

Severability If any provision of these Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

Notifications Subject to our Privacy Policy, we may provide you with messages or notifications via email, in hard copy, or through conspicuous posting of such notice on the Services, as we may determine in our sole discretion.

Governing Law and Jurisdiction These Terms and the rights of the parties hereto are governed by, and will at all times be construed in accordance with, the laws in force in the Province ofBritish Columbia and the laws of Canada applicable therein, without reference to its conflict of laws principles.  You hereby irrevocably consent to the jurisdiction of the courts of the Province ofBritish Columbia in connection with any matter arising out of or in connection with these Terms.

Assignment and Inurement We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Survival All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Terms shall survive termination or expiration of these Terms.

Relationship You agree that no joint venture, partnership, employment or agency relationship exists between us and you as a result of these Terms or your use of the Services.

Entire Agreement These Terms, as amended from time to time, including any and all documents,Applications, rules, terms and policies referenced herein, constitutes the entire agreement between us and you with respect to the matters referred to in these Terms and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

English Language The parties have requested and agree that this agreement and all documents relating thereto be drawn up in English / Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés enanglais.

Questions and Concerns:

If you have any questions or concerns about these Terms, please contact us at privacy@ari.life.