TERMS AND CONDITIONS, PRIVACY POLICY & VIRTUAL CURRENCY TERMS OF SERVICE

User Terms and Conditions

Glance Pay Inc. (“Glance”)

Last Updated: April 15, 2018

 

 

Background

These User Terms and Conditions (these “Terms”) sets forth the legally binding terms between Glance Pay Inc. (the “Company”, “Glance,” “us,” or “we”) and its Users (“Customers”), as well as their access to and use of our multi-platform Glance platform (“Glance Pay”) that enables Customers of the Glance Pay mobile application (the “App“) to open, review, and pay their bills, order and pre-order menu items, to select their tip option, and to earn and redeem rewards with their compatible mobile device.

 

By checking the box “I AGREE” or by accessing or using the website located at https://www.glancepay.com/ (“Website”) in any way, downloading, installing or using the App or any other software supplied by Glance (collectively, with the App, the “Software”), accessing or using any information, services, features or resources available or enabled via the Website or Software (each, a “Service” and collectively, the “Services”)), you agree, effective as of such date (the “Effective Date”) to be bound by these Terms. Together, the Website, the App, the Services, and the Software  constitute the “Glance Platform”). You also agree to our Anti-Money Laundering / Sanctions (“AML / Policy”) Policy, which is incorporated by this reference, and consent to the practices concerning data collection, transmission and use set forth therein. You are only authorized to use the App if you agree to abide by all applicable laws and this agreement. If you do not agree with these Terms, you should not install the App or should discontinue its use immediately. These Terms create a binding legal agreement between you and Glance, and include an arbitration clause under which certain claims may not be brought in court or decided by a jury. Please read them carefully.

 

We may, without prior notice or liability to the Customer, modify the Glance Platform by adding or removing features and functionalities. We may also revise these Terms from time to time in our sole discretion, subject to Applicable Laws (as defined below). When we revise these Terms, we will notify Customer via email, the Glance Platform, our website, or any other method we deem to be reasonable in the circumstances. Except as otherwise expressly stated by us, all changes to these Terms are effective immediately and apply to Customer’s access to and use of the Glance Platform. Customers are free to decide whether or not to accept a revised version of these Terms, but accepting these Terms, as revised, is required for Customer to continue accessing or using the Glance Platform. If Customer does not agree to these Terms or any revised version of these Terms, its sole recourse is to terminate its access to or use of the Glance Platform. Except as otherwise expressly stated by us, Customer’s access to and use of the Glance Platform are subject to, and constitute its acceptance of, the version of these Terms in effect at the time of Customer’s access or use. For purposes of these Terms, “Applicable Law” means any law, rule, regulation, ordinance, code, or order to which a Customer may be subject or under which a Customer may exercise rights.

 

Customer Registration and Representations

In order to use Glance Pay to initiate transactions and/or engage in any rewards programs provided by a Merchant, you must first register with Glance Pay, create a User Account, and associate a valid debit and/or credit card. Your registration and use of a User Account is subject to these Terms. By registering, you agree, represent, and warrant:

1.             All information provided to Glance is accurate, current and complete, and that you will maintain and update such information as it changes.

2.             You will maintain the security of your User Account, take responsibility for all activities that occur using your User Account, and accept all risks of unauthorized access resulting from your acts or omissions.

3.             You are at least 18 years of age to form a binding contract, or you are over the age of 13 and will use the User Account under the supervision of a parent or guardian who agrees to be bound by these User Terms. The Glance Platform, Services, and Apps are not intended for, or targeted to, anyone under the age of 13.

4.             You do not and have never used or maintained any other Glance Pay account under a different email address (the creation of additional User Account(s) shall be considered a violation of this Agreement).

5.             Your registration and your use of Glance Pay is not prohibited by law, and will not be used to engage in, commit, or facilitate any illegal activity.

6.             You are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and you are not listed on any U.S. Government list of prohibited or restricted parties. Note, for additional details on the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) Sanctions Program please see the following website: https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx 

 

Payment Terms and Methods

1.         You understand that: (a) the prices for menu items displayed through the Services may differ from the prices offered or published by Merchants for the same menu items and/or from prices available at other third-party websites and that such prices may not be the lowest prices at which the menu items are sold; (b) Glance has no obligation to itemize its costs, profits or margins when publishing such prices; and (c) Glance reserves the right to change such prices at any time, at its discretion. You are liable for all transaction taxes on the Services provided under this Agreement (other than taxes based on the Company’s income). Payment will be processed by the Company, using the preferred payment method designated in your account.

 

2.        Charges paid by Customers for completed and delivered orders are final and non-refundable. Glance has no obligation to provide refunds or credits, but may grant them, in each case in Glance’s sole discretion.

 

3.        Glancey change the fees for our Services as we deem necessary or appropriate for our business.

 

4.        Charges for Services and any other fees are subject to change at any time at Glance’s or the Merchant’s discretion.

 

5.        Glance Pay enables you to make card-based purchases through Glance Pay of goods provided by Merchants by linking to your Glance Pay User Account a debit, credit, and/or prepaid credit card. Your User Account is not a bank account. Glance Pay is not a bank and is a money transmitter exempted from registering as a money service business, per the U.S. Department of Treasury Financial Crimes Enforcement Network (FinCEN) exemption for payment processors (see 31 CFR § 1010.100(ff)(5)(ii)(B)). By linking a payment instrument to your User Account, you represent to Glance Pay that you are an authorized user of the payment instrument. You may change the payment instrument associated with your User Account at any time. You are responsible for ensuring that the payment instrument associated with your Glance Pay account is at all times current, non-expired, and valid for payments.

 

 

Pickup

You may have the ability to choose if you would like your order to be picked up by you at the premise of the Merchant (“Pickup Order”). You may be provided a time for when the Pickup Order will be ready for pickup. These times are only an estimate and Glance and the Merchant offer no guarantee that these times will be achieved. Glance is not responsible for any delays in receiving or having your Pickup Order ready for any reason. You will arrive at the time provided for a Pickup Order and Glance and the Merchant are under no obligation to remake an item or provide you refund if you do not arrive when indicated.

 

Transactions Involving Alcohol

You may have the option to order or pay for alcohol products in some locations through the Glance Platform. If you receive your order in the United States, you agree that you will only order alcohol products if you are 21 years of age or older. If you receive your delivery in another country, you agree that you will only order alcohol products if you are of legal age to purchase alcohol products in the relevant jurisdiction. You also agree that, upon delivery of alcohol products, you will provide valid government-issued identification proving your age to the person providing the alcohol products. If you order alcohol products, you understand and acknowledge that the order will only be delivered if the merchant accepts your order. Glance reserves the right to refuse an order if you are not of legal age to purchase alcohol, if you cannot provide a valid government issued ID, if the name on your ID does not match the name on your order, or you are visibly intoxicated.

 

User Content

All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Glance Platform by Users (“User Content”), is the sole responsibility of such Users. This means that the User, and not Glance, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available on the Glance Platform. Glance may monitor User Content from time to time but Glance does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will Glance be liable in any way for any User Content including for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Glance Platform. To the extent your User Content contains any personally identifiable information, that data is handled in accordance with the Glance Privacy Policy and all other User Content will be considered non-confidential.

 

By submitting, posting or displaying User Content on or through the Glance Platform or otherwise to Glance, you grant Glance, a worldwide, non- exclusive, royalty-free, perpetual, transferable, and fully sublicensable right to use, refrain from using, remove, reproduce, modify, edit, copy, adapt, publish, translate, create derivative works from, distribute, transmit, perform display and otherwise use User Content, in whole or in part. You further grant Glance the right (although Glance does not have the obligation) to pursue at law any person or entity that violates your or Glance’s rights in the User Content by a breach of these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit. For the avoidance of doubt, Glance has no obligation to post or display any User Content on the GlancePlatform.

 

User-Related Content

Glance may collect data, information, records, files, material or other content from your local computer (including mobile) system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof (“User-Related Content”). You grant to Glance a perpetual, transferrable, irrevocable, royalty-free, worldwide and sublicensable license to access, collect, store and use any such User-Related Content. To the extent your User-Related Content contains any personally identifiable information, that data is handled in accordance with the Glance Privacy Policy. User-Related Content is not considered confidential or proprietary.

 

License Grant

Subject to these Terms, Glance hereby grants you a limited, non-exclusive and nontransferable license to download, install, display, perform, access and use the App on a single smart phone, tablet or other mobile device that you own or control for your personal, non-commercial use.

 

License Restrictions

You shall not: (i) copy the App or any element thereof, except as expressly permitted by this license; (ii) modify, translate, adapt, or otherwise create derivative works or improvements of the App or any element thereof; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the App or any element thereof; (iv) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notice from the App; (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the App or any features or functionality of the App, to any third party for any reason, including making the App available on a network where it is capable of being accessed by more than one device at any time; or (vi) use the App to violate any applicable law, including without limitation any law regarding the purchase or sale of alcoholic beverages. If for some reason these restrictions are prohibited by applicable law or by an agreement we have with one of our licensors, then the activities are permitted only to the extent necessary to comply with such law or license(s).

 

Reservation of Rights.

You acknowledge that the App is licensed, not sold, to you. Glance reserves all rights in and to the App not expressly granted to you under this Agreement. You do not acquire any ownership interest in the App under this Agreement. Glance and its licensors and service providers reserve and retain the entire right title and interest in and to the App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. If you submit comments, suggestions, or other feedback regarding the App (“Feedback”), Glance will be free to use such Feedback for any purpose. The word marks “GLANCE” and the “Glance” and “TO” logos and all associated marks and logos displayed within the App are our trademarks (unless otherwise noted).

 

Third Party Establishments

You acknowledge and agree that the App is a tool that enables you to make purchases and to settle, pay for or close (“close out”) a check, bill, tab, owed payment or other transaction, whether individually or as a “split” transaction with other users (each a “Transaction”), with third-party establishments, including but not limited to restaurants or bars (each, an “Establishment”). You acknowledge that all Transactions are between you and the Merchants and that Glance is not a party to such Transactions. Glance is not responsible for examining or evaluating the quality, or any other aspect of such products or services of any Establishment and will not have any liability or responsibility to you or any other person therefor. Any Establishment that allows you to use the App to close out a Transaction retains the right to settle your payment should you fail to properly close out your Transaction either as a result of your failure to use the App to pay for the payment or if the App does not properly pay such payment. Any Establishment that allows to use the App to close out any Transaction retains the right to request that you authorize such payment by other means including, but not limited to, signing a printed receipt or delivering a final check, bill or tab to you. You acknowledge that, should you dispute any charge that appears on your credit or debit card statement related to your use of the App to pay for a Transaction in an Establishment, any chargeback for such charge shall apply to such Establishment and that we will not have any liability to you.

 

Payment Vendors

Glance is a technology provider. It is not a bank, credit union, payment processor or other financial institution. Transactions are processed via an Establishment’s payment processor and/or point of sale (“POS”) system vendor (each a “Payment Vendor”). By processing a Transaction via the App, you authorize an Establishment’s Payment Vendor to charge your credit card or other payment method. Transactions processed via the App may also be subject to the terms and conditions of the applicable Payment Vendor.

 

Minimum Gratuity

If you use the App to close out a Transaction in an Establishment, or if an Establishment closes out a Transaction on your behalf, the Establishment, not Glance, may add a required minimum tip or gratuity to the Transaction. You acknowledge that Glance does not determine or mandate any such tip or gratuity amount and you hereby agree to pay any minimum tip or gratuity as a condition to entering into the Transaction via the App.

 

Refunds

You acknowledge and agree that Glance does not provide refunds via the App. You hereby agree to seek any refunds of Transactions directly from the Establishments or your credit card company.

 

Acknowledgements

You acknowledge that this Agreement is between you and Glance and not with Apple, Inc. (“Apple”), Google Inc. (“Google”) or any sponsor or provider of any application marketplace (each an “Application Store Provider,” or “ASP”) and that Glance (not the applicable ASP) is responsible for the App. You acknowledge and agree that no ASP makes any warranties or has any obligations whatsoever under these Terms or has any warranty obligations with respect to the App. You acknowledge that ASP have no obligation whatsoever to furnish any maintenance and support services with respect to the App or for addressing any claims relating thereto or your possession and/or use thereof, including, but not limited to (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You further acknowledge that ASP have no responsibility for the investigation, defense, settlement or discharge of any third party intellectual property claims that the App or your use thereof infringes intellectual property rights.

If you are using the App on any iOS-based device, this license is granted to you only as permitted by and subject to any applicable Usage Rules set forth in the Apple App Store terms and conditions and Apple and its subsidiaries are third party beneficiaries. Upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary hereof. If you are using the App on any Android-based device, this license is granted to you only as permitted by and subject to any applicable Android Market Terms of Service established by Google.

 

Maintenance

Scheduled system maintenance shall take place from time to time, and during such time, updates the App or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure. You specifically acknowledge that outage and downtime may occur. If the App is down when you attempt to complete a Transaction, you must make alternative arrangements to pay the applicable Establishment.

 

Updates

Updates. Glance may, but is not required to, develop and provide App updates from time to time, which may include upgrades, bug fixes, patches and other corrections or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features or functionality. You agree that Glance has not obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on the settings of your mobile device, when your device is connected to the Internet, the App may automatically download and install available Updates, or you will be prompted to download and install available Updates. You acknowledge that the App or any of its features may not operate properly if you fail to install Updates and Glance may, in its sole discretion, cease supporting prior versions of the App after an Update is made available. You further agree that all Updates will be deemed part of the App and subject to the terms of this Agreement.

 

Consent to Communications

You consent to receive communications, including commercial communications (whether by phone, email, text, or the Glance Platform) from Glance and our third-party partners, which may include Establishments and other third parties, including without limitation brands. You acknowledge and agree that your primary phone numbers and email addresses and other information may be used for the purpose of initiating commercial messages.  Your consent to receipt of such messages is not, and will not be, a condition to any purchase. Your electronic acknowledgement of These Terms has the same effect as if you signed them in ink. You agree that electronic Disclosures and notices have the same meaning and effect as if Glance had provided you with paper copies, whether or not you choose to view the Disclosures. Such Disclosures and notices are considered received by you within 24 hours of the time posted to our website, or emailed or messaged to you. If at any time you change your mind regarding your consent to such messages, you must contact us. You have a right to receive Disclosures in paper form and you may opt out of receiving messages that are primarily commercial in nature. To stop receiving communications from Glance, you must terminate your account. If the App enables you to send or receive SMS messages, standard text messaging rates or other carrier charges may apply to such use.

 

Push Notifications

Glance may send you “push notifications” if your device supports such communications. By downloading the App and clicking to allow push notifications, you “opt-in” to receive these push notifications via the App, including notifications that contain commercial messages from Glance and our third party partners. Should you wish to stop receiving push notifications via the App, you may turn off these notifications through the applicable settings on your device.

 

Third Party Offerings

To enjoy certain third party offerings made available in the App, certain third party terms (each, “Third Party Terms”) may apply. Third Party Terms will be presented for review and acceptance at the time that you undertake such activity within the App, and any such Third Party Terms shall constitute an agreement between you and such third party. Glance is not responsible for such third party offerings. Further, the App may display, include, or make available content, data, information, applications, or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the App, you acknowledge and agree that Glance is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. Glance does not warrant or endorse and will not have any liability or responsibility to you or any other person for any Third-Party Materials or websites, or any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.  You acknowledge and agree that Glance will have no responsibility or liability for any losses or damages that you may incur as a result of any business dealings with anyone whose products or services may be advertised on the Glance Platform.

 

Limitations on Availability

The App is based in Canada, Australia, the United Kingdom, and the United States. We make no representation that the App is available or permitted in any particular location. Use of the App is void where prohibited. You use the App at your own initiative and are responsible for compliance with any applicable laws. We may also impose limits on the use or access to the App as required by law.

 

Term and Termination

The term of this Agreement and the license and other rights granted herein commence on the Effective Date and continue until terminated by Glance or you. You may terminate this Agreement by deleting the App and all copies of it from your mobile device. Glance may terminate this Agreement at any time without notice in its sole discretion, including if it ceases to support the App, or if you fail to comply with one or more terms of this Agreement. Upon termination of this Agreement: (i) all license and other rights granted to you under this Agreement will terminate, and (ii) you must cease all use of the App and destroy all copies, full or partial, of the App. You acknowledge that Glance may restrict, modify, or terminate this Agreement, without liability, for its convenience, or if you violate this Agreement or any law, rule, or regulation.

 

Disclaimers and Limitations of Liability

This section is important – please read it carefully – it limits Glance’s liability (and the liability of its affiliates) to you. These disclaimers and limitations apply only to the extent permitted by applicable law. Some jurisdictions do not allow disclaimers of implied warranties or limitations of liability, so this Section may not apply to you.

 

(a)   Disclaimer of Warranties.  EXCEPT AS EXPRESSLY STATED ABOVE, THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM, ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY.

(b)   Limitation of Liability. NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO THE APP. NEITHER WE NOR OUR AFFILIATES WILL HAVE LIABILITY TO YOU FOR DAMAGES IN EXCESS OF THE GREATER OF: (I) U.S. $50.00, OR (II) THE AMOUNT YOU PAID FOR THE APP, IF ANY, IN THE 12 MONTHS PRIOR TO THE CLAIM. THE ABOVE LIMITATIONS APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

Disputes Between You and an Establishment or Other User

You are solely responsible for your interactions and Transactions with Establishments or other users of the App. You hereby agree to look solely to such Establishments and other users for any claim, damage or liability associated with any Transaction commissioned via the App and expressly waive and release Glance from any and all claims, damages and liabilities arising out of any act or omission of any Establishment, other user or third party.

 

Export and Other Restrictions

You may not use or otherwise export or re-export the App or elements thereof except as authorized by the laws of the jurisdiction in which the App was accessed or obtained. The App and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to any government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

 

Glance Dollars

Glance may grant you credit toward purchases as set out in these terms in the form of Glance credit (“Glance Dollars”). Glance Dollars is credit toward eligible purchases in a particular dollar amount that is associated with a unique Glance customer account. From time to time, Glance may also issue Glance Dollars to you for other purposes (for example, to refund a purchase that you have made).

 

Contest/Competitions

From time to time, Glance may run contests or competitions (“Contests”). Those Contests will be subject to these Terms, as well as rules specific to each Contest (“Contest Rules”).

 

In general, Contests for Canadian users will be open to individual residents of Canada over the age of majority in the province or territory in which they reside, with the exception of:

 

i) employees, representatives and agents (and persons with whom they are domiciled, whether related or not) of Glance, its advertising and promotion agencies; and

 

ii) residents of Quebec, unless specified in the Contest Rules.

 

The Contest Rules may specify other eligibility rules.

 

For greater certainty, subject to applicable law, we reserve the right, at any time and in our sole discretion, to withdraw any Contest, to add to or amend terms and conditions (including these Terms) in relation to any Contest or to vary or terminate the operation of a Contest at any time without notice.

 

Amendments

This Agreement will not be changed, modified, or amended except by a writing executed by both parties or if you electronically accept a subsequent agreement or amendment delivered by Glance via a click-to accept mechanism.

 

Miscellaneous

The laws of the British Columbia, Canada, excluding its conflicts of law rules, govern this this license and your use of the App. The exclusive jurisdiction and venue of any action arising out of or related to this Agreement will be either the state or federal courts in British Columbia, Canada, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Your use of the App may also be subject to other local, state, national, or international laws. This Agreement constitutes the entire agreement between us regarding the App. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. You may not transfer or assign this Agreement or any of its rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.


 

Merchant Terms of Use

Glance Pay Inc. (“Glance”)

Last Updated: April 15, 2018

 

BY EXECUTING THE MERCHANT AGREEMENT THAT INCORPORATES THESE MERCHANT TERMS OF USE (COLLECTIVELY, THE “AGREEMENT”) OR BY USING ANY SERVICES, SOFTWARE OR HARDWARE PROVIDED OR OTHERWISE MADE AVAILABLE BY GLANCE PAY INC. (“GLANCE”), MERCHANT AGREES TO COMPLY WITH THESE TERMS OF USE. IF MERCHANT DOES NOT AGREE WITH THE TERMS OF USE SET OUT HEREIN, MERCHANT MAY NOT USE ANY GLANCE SERVICES OR SOFTWARE. CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN SECTION 1 (DEFINITIONS).

Merchant and Glance hereby agree as follows:

 

  1. Definitions.

 

The following terms shall have the following meanings:

 

“Anonymized Data” has the meaning set forth in section 11.5;

“Application Usage Data” has the meaning set forth in section 11.3;

“Applicable Law” means with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction.

“Authorized Representative” has the meaning set forth in section 3;

“Chargeback” has the meaning set forth in section 9.5;

“Confidential Information” has the meaning set forth in section 17;

“Customer Data” has the meaning set forth in section 11.2;

“End Customer” means the customer of the Merchant who places an order or pays through the Glance Pay Platform;

“Equipment” has the meaning set forth in section 12;

“Glance Pay Platform” means Glance’s smartphone application-based mobile payments platform that enables merchants to provide their customers with quick secure payments, ordering capabilities, digital rewards, targeted in-app marketing, geo-targeted digital coupons, customer feedback, in-merchant messaging, custom rewards programs, digital receipts, and digital deals;

“Glance Marks” has the meaning set forth in section 7;

“Merchant” means the restaurant or other entity that has agreed to participate in the Services;

“Merchant Agreement” or “Agreement” means the agreement signed by the Merchant that incorporates these terms of use;

“Merchant Data” has the meaning set forth in section 11.1;

“Merchant Products” means all products offered for take-out or delivery orders at Merchant Venues;

“Merchant Venues” means the Merchant restaurant locations that are within the then-current territory serviced by Glance and that have elected to participate in the Services, as may be amended by an exchange of emails;

“Net Sales Proceeds” is the amount the Merchant receives from Glance for payments made through the Glance Pay Platform after all fees and expenses are deducted from the gross proceeds;

“Services” has the meaning set forth in section 2;

“Subscription Services” has the meaning set forth in section 10.1;

“Term” means the term of this Agreement; and

“Third-Party IP” has the meaning set forth in section 11.4.

 

  1. Scope.
    The Agreement applies to and governs Merchant’s access to and use of the Services and the Equipment ordered by Merchant under an Order. The “Services” include, but may not be limited to: (a) mobile and web applications of the Glance Pay Platform for use by End Customers to place orders and make payments; (b) third-party processing of Payments and remitting payment of Net Sales Proceeds to Merchant’s bank account; (c) providing Merchant with certain reporting on its sales and activities; and (d) working with Merchant with respect to any End Customer inquiries related to Payments or placing orders.

 

  1. License.
    Subject to the terms of this Agreement, Glance hereby grants the Merchant a limited, non-exclusive and nontransferable licence to, where applicable, download, install, display, perform, access and use the Services, which includes access to and use of the merchant app on the Equipment (if provided) and any other devices or tablets required for you to be able to access and use the Service for the use of the Merchant (which includes use by the Merchant’s employees, contractors, and agents (“Authorized Representatives”)).

 

Merchant acknowledges that the Service is licensed, not sold, to you. Glance reserves all rights in and to the Service not expressly granted to you under this Agreement. The Merchant does not acquire any ownership interest in the Service under the Agreement. Glance reserves and retains the entire right, title, and interest in and to the Service, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.  The word marks “Glance Pay” and the “Glance Pay” logo and all associated marks and logos displayed within the Service are Glance’s trademarks (unless otherwise noted).

 

  1. Support Services. During the Term, Glance will provide Merchant with customer support of the Services. In the event that Merchant requires support of the Services, Merchant may contact Glance’s support team by email at support@glancepay.com
  2. Maintenance and Updates. From time-to-time it may be necessary for Glance to perform scheduled or unscheduled repairs or maintenance. In the event that scheduled maintenance is anticipated, Glance will use reasonable efforts to: (i) notify Merchant of the scheduled maintenance; and (ii) perform such scheduled maintenance during the period(s) of lowest anticipated usage of the Services. In the event that Glance releases updates to the downloadable applications used to access the Services, Merchant acknowledges and agrees that such updates may be critical or mandatory in nature and may require Merchant to download and install such updates in order to continue accessing the Services. MERCHANT AGREES THAT GLANCE SHALL IN NO EVENT BE LIABLE TO MERCHANT OR ANY THIRD-PARTY FOR ANY INTERRUPTION, SUSPENSION OR TERMINATION OF ACCESS TO THE SERVICES OR FOR ANY LOSSES OR DAMAGES OF ANY KIND RESULTING FROM MERCHANT’S FAILURE TO DOWNLOAD AND INSTALL AN UPDATE.
  3. Beta Testing. From time-to-time, Glance may offer Merchant the opportunity to participate in beta testing of new services, devices, software and features that may not have been thoroughly tested for quality assurance. IN THE EVENT THAT MERCHANT ACCEPTS AN OFFER FROM GLANCE TO PARTICIPATE IN ANY BETA TESTING, MERCHANT AGREES THAT GLANCE SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES OF ANY KIND THAT MERCHANT MAY INCUR AS A RESULT OF SUCH PARTICIPATION, INCLUDING, BUT NOT LIMITED TO, ANY INTERRUPTION OF THIRD-PARTY SERVICES, LOSS OR DAMAGES TO MERCHANT’S HARDWARE OR LOSS OF OR DAMAGE TO DATA, INCLUDING TRANSACTION OR CARD INFORMATION.

 

  1. Intellectual Property

The Services are and will always remain the exclusive, sole and absolute property of Glance. Merchant does not acquire any right, title or interest in or to the Services. Glance owns all rights in and to the trademarks, service marks, logos, trade names, domain names and other identifiers used and displayed on or in connection with the Services (aside from any Merchant Data which may be displayed therein) (the “Glance Marks”), and Merchant agrees not to challenge, directly or indirectly, Glance’s use, ownership or registration of the Glance Marks. Any rights not expressly granted herein with respect to the Services are reserved by Glance.

 

  1. Security

Glance has implemented technical and organizational measures designed to secure the Services and data from accidental loss and unauthorized access, use, alteration or disclosure; however, Glance cannot guarantee that unauthorized third-parties will never be able to defeat those measures to gain access to the Services, and as such, Merchant understands that its use of the Services is at Merchant’s own risk. Merchant will use reasonable measures consistent with applicable laws and regulations to protect the security of the Services, Customer Data and Merchant Data in order to prevent a data breach. In the event that Merchant becomes aware of or suspects any unauthorized access to or use of the Services, an Account, Customer Data or Merchant Data, Merchant shall immediately notify Glance along with a detailed description of the actual or suspected data breach. Merchant and Glance agree to fully cooperate with each other in the event of a data breach.

 

  1. Payment Processing

9.1 Merchant acknowledges that Glance is a technology provider. It is not a bank, credit union, payment processor or other financial institution. Payment processing services for users on Glance are provided by third-party payment processors.

 

9.2 Merchant hereby authorizes Glance to hold, receive and disburse funds on its behalf and to transfer the funds to the Bank Account to effectuate payment to Glance of any Fees, and for Merchant to receive any Net Sales Proceeds. Merchant’s authorization permits Glance to generate a paper draft or an electronic funds transfer to process each Payment transaction that Merchant authorizes. Merchant’s authorization under this Section 9.2 will remain in full force and effect during the Term.

9.3 Once Merchant’s Bank Account information is verified, Glance will automatically deposit the Net Sales Proceeds collected to Merchant’s Bank Account via direct deposit. This deposit will normally appear in the Bank Account within 1-2 business days after payment settlement is initiated.

9.4 If Merchant has not provided goods or services consistent with this Agreement with respect to a particular transaction(s), Glance will have the right to refuse to pay any Net Sales Proceeds to Merchant and/or to pay a refund to any End Customer. There may be times when an End Customer may not be the authorized user of a credit card or the End Customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by our processor, or an End customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of these terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.

 

Glance reserves the right to adjust the Net Sales Proceeds due for any period to compensate Glance for any Chargebacks, calculation errors, Merchant employee fraudulent use, and any refunds paid to Customers, whether or not related to the period on which such adjustment is made, or to offset against such Net Sales Proceeds any other claim Glance may have arising hereunder.

9.5 Glance may decide not to authorize or settle any transaction that Merchant submits to Glance if Glance reasonably believes that the transaction is in violation of any Glance agreement, or exposes Merchant, End Customers, or Glance to harm. Harm includes without limitation fraud, a violation of individual or proprietary rights and other criminal acts.

9.6 The card processing networks require that Merchant and Glance comply with all Applicable Law. Glance may modify this Agreement to comply with, and as a result of, amendments to Applicable Law.

  1. Fees.

 

10.1 Fees. In exchange for the Services, Merchant agrees to pay to Glance the applicable fees for the Services plus applicable shipping fees and Taxes (the “Fees”) in the currency listed on the applicable Order.

 

Merchant’s Order(s) may include Fees attributable to certain Services which are paid to Glance on a recurring monthly basis (the “Subscription Services”) and certain Services which are paid to Glance in a non-recurring, one-time manner. Fees attributable to Subscription Services are paid in advance and will be billed on thirty (30) day intervals (each such date is referred to as a “Billing Date”). Fees attributable to Non-Recurring Services shall be paid upon Merchant’s execution of a Merchant Agreement referencing such Non-Recurring Services, unless otherwise provided for in the Merchant Agreement.

 

Any amounts past due from Merchant under this Agreement shall accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or, if less, the maximum rate allowed by applicable law, in addition to all reasonable expenses associated with the collection thereof. Except as otherwise expressly provided within this Agreement, all Fees are non-refundable, non-cancelable and non-creditable. In making payment of Fees, Merchant acknowledges that Merchant is not relying upon future availability of any Service beyond the current Term or any upgrades or future enhancements to the Services.

 

10.2 Customer Fees.  Merchant acknowledges that Glance may also elect (in its sole discretion) to charge End Customer fees, including but not limited to an order fee and/or a real-time bill fee, as well as an additional markup for Merchant Products.

 

10.3 Taxes. Fees are exclusive of applicable federal, state, local or other governmental sales, use, property, value added, goods and services taxes, fees or charges now in force or enacted in the future (the “Taxes”), unless otherwise expressly indicated by Glance. Merchant is responsible for all applicable Taxes that arise from or as a result of Merchant’s subscription to and/or purchase of the Services. If Merchant is not charged Taxes by Glance, Merchant is fully and solely responsible for determining if Taxes are payable, and if so, calculating and self-remitting Taxes to the appropriate tax authorities in Merchant’s jurisdiction, along with any penalties, late charges or interest associated with the Taxes. Merchant represents and covenants that it will indemnify Glance and its parent, subsidiary and affiliate entities and their respective officers, directors, agents and employees for any liability or expense that Glance or its parent, subsidiary and affiliate entities and their respective officers, directors, agents or employees may incur in connection with such Taxes.

10.4 Change in Fees. Glance reserves the right to change Fees upon thirty (30) days’ advance notice to Merchant, and Merchant’s continued use of the Services following such change will be deemed an acceptance of the change unless Merchant otherwise terminates this Agreement prior to the effective date of such change.

10.5 Disputing Fees. Merchant is responsible for promptly and carefully reviewing amounts invoiced and its payment of Fees. In the event that Merchant wishes to dispute any Fees charged to or paid by Merchant under this Agreement, Merchant must provide Glance with written notice of the dispute (the “Disputed Fees Notice”) by sending an email to support@glancepay.com within thirty (30) days of the date that the invoice at issue was made available by Glance (the “Dispute Timeframe”). Such Disputed Fees Notice should set out the nature of the dispute along with all available supporting documentation. In the event that Merchant provides Glance with such a Disputed Fees Notice outside of the Dispute Timeframe, Glance shall have no obligation to investigate or effect any adjustments to the disputed Fees, and any voluntary efforts by Glance to assist Merchant in investigating such disputed Fees shall not create any obligation to continue such investigation or any future investigation.

 

  1. Data.

11.1 Merchant Data. As used within this Agreement, “Merchant Data” means all information provided by Merchant through the Services, including, but not limited to, menu data, account information and other information on Merchant. As between Glance and Merchant, Merchant owns Merchant Data and has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Merchant Data. Merchant grants Glance and its parent, affiliate and subsidiary entities a worldwide, non-exclusive, royalty-free, transferable, fully paid up license to use, copy, modify, create derivative works of, display and transmit Merchant Data in connection with providing and governing the Services. Merchant is solely responsible for the Merchant Data and the accuracy and legality thereof and warrants to Glance that it has all necessary rights to use such Merchant Data in relation to the Services.

 

11.2 Customer Data. As used within this Agreement, “Customer Data” means all information about Merchant’s customers (the “Customers”) generated or collected through the Services, including, but not limited to, Customers’ names, addresses, email addresses, phone numbers, preferences and tendencies, transaction information, card information, location and reports and analytics relating thereto. As between Glance and Merchant, Glance owns Customer Data. The rights granted to Merchant within this Agreement provide Merchant with the limited right to use the Customer Data solely in conjunction with the Services and solely during the Term, and any other use thereof is explicitly prohibited unless otherwise agreed to by Glance  in writing.

 

11.3 Application Usage Data. As used within this Agreement, “Application Usage Data” means information collected and analyzed by Glance relating to Merchant’s and Authorized Users’ interaction with and operation of the Services, including, but not limited to, time spent using the Services; browser types and language; internet protocol addresses; device-specific information, including hardware models, operating systems and versions, unique device identifiers, mobile network information, information about the location of the device and the location of customers in relation to Merchant and the device, the device’s interaction and performance with our Services and Merchant’s customers; peripheral hardware, other third-party services and identification of other software running in connection with the Services (strictly for the purposes of anti-fraud and malware prevention purposes). As between Glance and Merchant, Glance owns Application Usage Data, and as such, Glance may use such data for its own legitimate purposes and may share such Application Usage Data with third-parties without notice to Merchant.

11.4 Merchant and Third-Party IP. Merchant grants to Glance a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (i) Merchant’s business name, name, image, likeness, logos, trademarks, services marks, domain names and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text, menu items and any other content provided, specified, recommended, directed, authorized or approved to use by Merchant (collectively, the “Merchant IP”); and (ii) any third-party’s business name, name, image, likeness, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text, menu items and any other content provided, specified, recommended, directed, authorized or approved for use by Merchant (collectively, the “Third-Party IP”), in each case in connection with the Services, or in all media or formats now known or hereinafter developed in order to provide and promote the Services, Glance’s business and Merchant’s business. Any use of the Merchant IP or Third-Party IP as contemplated herein is within Glance’s sole discretion.

11.5 Anonymized Data. Outside of providing Merchant with the Services, Glance may aggregate, use, disclose, compile, distribute and publish statistical or analytical data regarding the Services, Merchant Data, Customer Data and/or Application Usage Data in an aggregate and anonymized form only (the “Anonymized Data”) and may make such Anonymized Data publicly available, provided that such information does not directly identify any Confidential Information. As between Glance and Merchant, Glance owns all such Anonymized Data.

 

  1. Equipment

 

Merchant will install any equipment reasonably required by Glance for Merchant to receive Orders and accept payments through the Glance Payment Platform (including, without limitation, a tablet, NFC circuitry and related Glance firmware, incorporated into a package such as a table topper or other automated, electronic means of receiving orders or payments) (“Equipment”). Any Equipment provided by Glance will remain Glance’s sole property and may be used solely for purposes related to fulfilling Merchant’s responsibilities under this Agreement. Merchant agrees to use any security procedures or protocols or access credentials as requested by Glance. Merchant will not allow any third-party to use the Glance Pay Platform; copy, modify, rent, lease, sell, distribute, reverse engineer or otherwise attempt to gain access to the source code of the Glance Pay Platform; damage, destroy or impede the services provided through the Glance Pay Platform; transmit injurious code; or bypass or breach any security protection on the Glance Pay Platform. Glance may restrict or rescind Merchant’s right to use the Glance Pay Platform at any time. Merchant will be responsible for any damage to or loss of any Equipment provided by Glance, which will be promptly reimbursed by Merchant (at the replacement cost thereof). Glance may recover the replacement cost of damaged or lost Equipment by deducting such amount from weekly payments.

 

  1. Prohibited Activities

The Merchant may not use the Services for the following businesses or business activities: (1) any illegal activity or goods, (2) paraphernalia that may be used for illegal activity, (3) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit, including re-importation of pharmaceuticals from foreign countries), (4) unauthorized multi-level marketing businesses, (5) inbound or outbound telemarketers, (6) prepaid cards, cheques, insurance or other financial merchandise or services, (7) sales of money-orders or foreign currency, (8) wire transfer money orders, (9) high-risk products and services, including telemarketing sales, (10) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (11) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury, (12) internet/mail order/telephone order of age restricted products, (13) cigarettes or tobacco, (14) hate or harmful products, or (15) escort services.

 

  1. Termination

 

14.1 Effect of Termination and Non-Renewal. Merchant acknowledges and agrees that by executing the Merchant Agreement, Merchant is obligated to pay all of the Fees identified on the Order for the duration of the applicable Term. Upon the non-renewal or termination of an Order and/or this Agreement for any reason, Merchant’s right to use and access the recurring Services covered under the applicable Merchant Agreement and all licenses granted hereunder will immediately terminate, and Merchant shall immediately cease all access to the terminated recurring Services.

 

14.2 Survival. Upon the non-renewal or termination of this Agreement for any reason, all sections of this Agreement which by their nature should survive non-renewal or termination will survive, including, but not limited to: Section 7 (Intellectual Property), Section 10 (Fees),  Section 14 (Termination), Section 15 (Limitation of Liability), Section 17 (Confidentiality), and Section 18 (General).

 

  1. Limitation Of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GLANCE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. IN ALL CASES, GLANCE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL GLANCE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF GLANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.

The Services may be controlled and operated from facilities in the United States. Glance makes no representations that the Services are appropriate or available for use other than in Canada. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including but not limited to export and import regulations. The Merchant represents that it is not a person or entity described or designated under the provisions of any Canadian anti-terrorism or sanctions legislation (including under the Criminal Code (Canada), the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any associated regulations thereof) (a “Listed Person”). You may not use the Services if you are or become a Listed Person. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in Canada.

  1. Representations And Warranties

Merchant represents and warrants to Glance that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it under the Merchant Agreement; and (ii) the individual executing the Merchant Agreement on behalf of Merchant has all necessary authority to bind Merchant to the terms of the Merchant Agreement.

 

  1. Confidentiality

Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has, or may in the future, disclose certain Confidential Information under the Merchant Agreement or in connection with the Services. All such Confidential Information shall remain the exclusive and confidential property of the Disclosing Party. Except as otherwise provided within this Agreement, Receiving Party shall not disclose, use or misappropriate Confidential Information of the Disclosing Party, and shall protect such Confidential Information by using the same degree of care as Receiving Party uses to protect its own confidential or proprietary information of a like nature, but not less than a reasonable degree of care. Receiving Party shall limit the use of and access to Disclosing Party’s Confidential Information to Receiving Party’s employees, contractors or authorized representatives who need to know such Confidential Information and who have entered into binding obligations of confidentiality substantially similar to the obligations set forth herein. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information pursuant to appropriate statutory or regulatory authority or court order, provided Disclosing Party is given prompt written notice of such requirement prior to such disclosure. Upon written request of Disclosing Party at any time, Receiving Party shall turn over to Disclosing Party all Confidential Information of Disclosing Party, all documents or media containing the Confidential Information and any and all copies or extracts thereof, or destroy the Confidential Information and any and all extracts thereof (provided, however, that Glance may retain certain Confidential Information for regulatory purposes or in back-up files, provided that Glance’s confidentiality obligations hereunder continue to apply). For the purposes of this Agreement, “Confidential Information” shall mean such information which has been marked “trade secret,” “confidential” or “proprietary,” or with words of similar import, and that which the Receiving Party should have considered under the circumstances of its disclosure to be trade secret, confidential or proprietary. Without limiting the foregoing, and for the avoidance of doubt, Glance’s Confidential Information includes, all trade secrets, software, source code, object code, specifications, documentation, business plans, merchant lists and merchant-related information, financial information, auditors reports, proposals, Customer Data, Application Usage Data, results from testing or benchmarking the Services, product roadmap, data and other information of Glance and its licensors relating to or embodied in the Services. Information will not be considered Confidential Information to the extent that: (i) it is or becomes a matter of public knowledge through no fault of Receiving Party; (ii) it was in the Receiving Party’s possession or known by it prior to receipt from Disclosing Party; (iii) it was rightfully disclosed to Receiving Party by a third-party without restriction; or (iv) it is independently developed by Receiving Party without use of such Confidential Information.

  1. General.

 

18.1 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties with respect to its subject matter and supersedes and overrides all prior agreements.

 

18.2 Updates to Agreement. Glance may update or modify this Agreement from time-to-time, including any referenced policies and other documents. In the event that Glance makes material changes to the terms of this Agreement, Glance will post the updated Agreement on its website (which will be effective immediately upon posting unless otherwise stated) and may provide Merchant with notice as appropriate under the circumstances (by, for example, sending Merchant notice via email or through the Services). Upon such notice, Merchant’s and its Authorized Users’ continued use of the Services constitute Merchant’s acceptance of such changes.

 

18.3 Waiver. The failure of either Party to insist upon strict compliance with any term of this Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision.

 

18.4 Severability. Unless otherwise provided for herein, if any provision(s) of this Agreement are determined to be invalid or unenforceable under applicable law, then such provision(s) will be changed and interpreted to accomplish the objectives of such provision(s) to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

 

18.5 Assignment. Glance may, without notice or consent from Merchant, assign, transfer or convey this Agreement, whether by direct assignment, change of control, operation of law or other transaction, to any third-party, successor in interest, related party or affiliate of Glance (each an “Assignee”), and that such Assignee may rely upon Merchant’s representations and enforce Merchant’s obligations under this Agreement. In contrast, this Agreement is personal to Merchant, and Merchant may not assign its rights or obligations under this Agreement to anyone without the prior written consent of Glance.

 

18.6 Relationship of the Parties. The Parties hereto expressly understand and agree that each Party is an independent contractor in the performance of each and every part of the Agreement, and that no joint venture, partnership, employment or agency relationship exists between Glance and Merchant as a result of this Agreement.

 

18.7 Force Majeure. Neither Party shall be in default of its obligations under this Agreement, or liable for any delay or failure to perform relating to such obligations (including, but not limited to, disruptions or outages in the Services), to the extent that performance of such obligations result from causes outside the reasonable control of such Party, including, without limitation, internet outages or interruptions, strikes, labor disputes, rebellions, revolutions, embargoes, earthquakes, fires, floods, wars, terrorism, riots, government sanctions, acts of God, acts of civil or military authorities and acts or omission of carriers or suppliers (each a “Force Majeure Event”). In the event of a Force Majeure Event, the non-performing Party shall use best efforts to recommence its obligations under this Agreement as soon as possible.

 

18.8 Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and deemed to have been given: (i) upon receipt by personal delivery, delivery by overnight courier with signature acknowledgment of receipt or delivery by certified mail; (ii) the second business day after mailing via first class mail; or (iii) immediately if sent by email or through a notification delivered via the Services. Unless otherwise provided for herein, all notices to Glance shall be directed to Glance via email to legal@glancepay.com. All notices to Merchant shall be directed to the physical address(es) and/or email address(es) provided within this Agreement. Either Party may designate, by notice to the other, substitute addresses or email addresses, and thereafter, notices are to be directed to such substitute addresses or email addresses.

 

18.9 Electronic Signatures. Original signatures transmitted and received via electronic transmission are true and valid signatures and shall bind the Parties to the same extent as an original signature.

 

18.10 Governing Law

These Terms and any dispute arising out of or related to them or the Service will be governed in all respects by the laws of the Province of British Columbia as they apply to agreements entered into and to be performed entirely within British Columbia between British Columbia residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Glance must be resolved exclusively by a court located in Vancouver, British Columbia. You agree to submit to the personal jurisdiction of the courts located within Vancouver, British Columbia for the purpose of litigating all such claims or disputes.

 

18.11 Headings. The headings used in this Agreement are for reference only and do not define, limit or otherwise affect the meaning of any provision hereof.

Privacy Policy

Last Updated: August 3, 2018

 

This Privacy Policy sets out the manner in which Glance Pay Inc. (“Glance”, “we”, “us”) collects, uses, discloses, protects and otherwise handles the personal information of our customers when they interact with Glance, including by using Glance Pay, our mobile payments application (“Glance Pay”).

The Privacy Policy covers both our “online” (e.g., web and mobile services, including any web sites operated by us such as www.glance.tech, www.glancepay.com, mobile applications, including Glance Pay, however accessed and/or used, whether via personal computers, mobile devices or otherwise) and “offline” (e.g., collection of data through mailings, telephone, or in person) activities owned, operated provided or made available by Glance.  Our “online” and “offline” activities are collectively referenced as the “Services”. This Privacy Policy also applies to your use of interactive features or downloads that: (i) we own or control; (ii) are available through the Services; or (iii) interact with the Services and post or incorporate this Privacy Policy.

 

Collection of Personal Information

Information You Provide Us.  We may ask you to provide us with certain categories of information such as personal information, which is information that could reasonably be used to identify you personally, such as your name, e-mail address and mobile number (“Personal Information”).  We may collect this information through various forms and in various places through the Services, including account registration forms, contact us forms or when you otherwise interact with us.  When you sign up to use the Services, you create a user profile, including contact information.  When you add a credit card (“Card”) to your Glance Pay account, we will collect information necessary to facilitate your use of the Card through Glance Pay.  

Information We Collect As You Access And Use Our Services.  In addition to any Personal Information or other information that you choose to submit to us, we and our third-party service providers may use a variety of technologies that automatically (or passively) collect certain information whenever you visit or interact with the Services (“Usage Information”).  This Usage Information may include the browser that you are using, the URL that referred you to our Services, all of the areas within our Services that you visit, and the time of day, among other information.  

We may use Usage Information for a variety of purposes, including to enhance or otherwise improve the Services.  In addition, we may collect your IP address or other unique identifier (“Device Identifier”) for your computer, mobile or other device used to access the Services (any, a “Device”).  A Device Identifier is a number that is automatically assigned to your Device used to access the Services, and our computers identify your Device by its Device Identifier.  Usage Information may be non-identifying or may be associated with you.  Whenever we associate Usage Information or a Device Identifier with your Personal Information, we will treat it as Personal Information.

In addition, if you download Glance Pay to your mobile Device, we may collect information from your mobile Device about your location while you are accessing or using Glance Pay and while you are not accessing or using Glance Pay.  We may collect this information for various purposes, and notify you of nearby locations where you may use our Services.  You may opt out of the collection of location data at any time by changing the settings on your mobile Device; however, if you do so, certain features of Glance Pay may be limited or may cease to be available to you.

Information Collected by Cookies.  When you use our Services, we may places cookies or similar technologies on your Device to enable us to recognize your Device when you are using our Services.  Cookies are data files placed on a Device when it is used to access the Services.  They may be used for many purposes, including, without limitation, remembering you and your preferences and tracking your visits to our web pages, which allows us to improve our Services, offer targeted products and services to you, and collect and analyze information about your access and use of our Services.

We may permit certain third parties to place cookies through our Services to provide us with better insight about the use of our Services and user demographics and to provide relevant promotions to you.  We cannot control the use of cookies (or the resulting information) by third-parties, and use of third party cookies is not covered by our Privacy Policy.

By accessing or using our Services, you consent to the placement of cookies on your Device(s) as described in this Privacy Policy.  If you prefer not to receive cookies, you may set your browser to deny or accept the use of cookies, and cookies can be disabled or controlled by setting a preference within your web browser or on your Device. If you choose to disable cookies, some features of Glance Pay may not function properly or may result in an inability for us to provide customized service for you.

Information Collected from Third Parties.  From time to time, in addition to the information collected through your interactions with our Services, we may collect information from third parties in order to enhance our ability to serve you and to tailor our content and offers to you.  Such third parties may include devices using wifi, near-field communication, or Bluetooth low-energy beacon technology to transmit signals about the location of your Device to us.

 

Use of Information

We will only use or disclose user personal information where necessary to fulfill the purposes identified at the time of collection or for a purpose reasonably related to those purposes such as:

·         to conduct user surveys in order to enhance the provision of our services;

·          to contact our users directly about products and services that may be of interest;

·          to analyze, improve and customize our Services;

·          to provide customer and technical support for our Services;

·          to send you receipts, announcements, newsletters, promotional materials and other information about our Services and third-party offers that we think may be of interest to you;

·          to contact you about any issues related to our Services or your use of the Services; or

·          to collect fees and other amounts owed in connection with our Services.  

We will not use or disclose user personal information for any additional purpose, except as follows:

·         if you request or authorize it;

·         to complete a transaction or provide a service requested by you;

·         to our third-party service providers that provide services on our behalf;

·         to comply with applicable laws, rules and regulations and governmental or quasi-governmental requests, court orders and subpoenas;

·         to protect our rights, property and safety or the rights, property and safety of our users and others;

·         if the disclosure is done as part of a purchase, transfer or sale of services or assets (e.g. in the event that substantially all of our assets are acquired by another party, your Personal Information may be one of the assets transferred) or in the event of bankruptcy;

·         to merchants (such as bars and restaurants), third-party payment processors, and other third-party service providers to process payment transactions authorized by you through Glance Pay.

We will not sell user lists or personal information to other parties unless we have your consent to do so.

 

Decision to Receive Communication. 

You may opt-out of receiving any “push” notifications from us through Glance Pay, and you may opt not to receive promotional emails from us.  Please note, however, that we may still send you non-promotional communications about your relationship with us.

Information You Share Socially.  Our Services may allow you to connect and share your information publicly or with friends.  We are not responsible for maintaining the confidentiality of any information you share publicly or with friends.  In addition, our Services may allow you to connect with us on, share on, and use third-party websites, applications and services.  Please be mindful of your personal privacy needs and the privacy needs of others as you choose to connect and share information with friends and others.  We cannot control the privacy or security of information you choose to make public or share with others.  We also do not control the privacy practices of third parties.  Please contact these websites and services directly if you want to learn about their privacy practices.

 

Securing Personal Information

We are committed to ensuring the security of user Personal Information in order to protect it from unauthorized access, collection, use, disclosure, copying, modification or disposal or similar risks.

The following security measures will be followed to ensure that your Personal Information is appropriately protected: the use of user IDs, passwords, encryption, firewalls; restricting employee access to personal information as appropriate (i.e., only those that need to know will have access); employing the same security requirements as we use for our app(s) and website(s); and contractually requiring any third-party service providers to provide comparable security measures.

 

We will use appropriate security measures when destroying your Personal Information such as deleting electronically stored information in accordance with applicable rules and regulations.

 

We will continually review and update our security policies and controls as technology changes to ensure ongoing personal information security. It is important to note that no method of electronic transmission or storage is 100% secure.  Therefore, we cannot guarantee absolute security of your Personal Information.  You also play a role in protecting your Personal Information.  Please safeguard your username and password for your Glance Pay account and do not share them with others.  If we receive instructions using your account log-in information, we will assume that you have authorized the instructions.  You agree to notify us immediately of any unauthorized use of your Glance Pay account or any other breach of security related to our Services.  We reserve the right, in our sole discretion, to refuse to provide our Services, terminate Glance Pay accounts, and to remove or edit content.

 

Access to your Personal Information

You are responsible for maintaining the accuracy of your Personal Information.  If your Personal Information changes, of if you no longer desire to use our Services, you may correct, delete inaccuracies, or amend information at any time by updating your Glance Pay account profile via Glance Pay.

Subject to applicable laws, which might, from time to time, oblige us to store your Personal Information for a certain period of time, we will respect your wishes to correct inaccurate information.  Otherwise, we will retain Personal Information for the period necessary to fulfill the purposes outlined in this Privacy Policy, unless a longer retention period is required by applicable law.

 

Privacy and Children

Our Services are not directed, or intended to be used by, minors under the age of 18.  We do not knowingly collect Personal Information from children under the age of 18.  If you are under the age of 18, do not use our Services or submit any information to us.  If you are a parent or guardian of a child under the age of 18 and believe he or she disclosed Personal Information to us, please contact us at info@glancepay.com.

 

Changes to this Privacy Policy

From time to time, we may update this Privacy Policy to reflect changes to our information practices.  Any changes will be effective immediately upon posting of the revised Privacy Policy.  If we make material changes, we will notify you by email (sent to the email address specified in your Glance Pay account) or by way of a notification on the Glance Pay app. We encourage you to periodically review this page for the latest information on our privacy practices.

 

Questions and Complaints:

The Role of the Privacy Officer or designated individual

The Privacy Officer is responsible for ensuring Glance’s compliance with this policy and the Personal Information Protection Act. 

Users should direct any complaints, concerns or questions regarding Glance’s compliance in writing to the Privacy Officer. If the Privacy Officer is unable to resolve the concern, the user may also write to the Information and Privacy Commissioner of British Columbia.

 

Contact information for Glance’s Privacy Officer:

Lewisa Anciano

lewisa@glancepay.com

555 Burrard Street

Two Bentall Centre, Suite 1755

Vancouver, BC

VIRTUAL CURRENCY TERMS OF SERVICE

Last Updated: August 22, 2018

These Virtual Currency Terms of Service (the “Virtual Currency Terms”) govern your use as an individual of the Virtual Currency (as defined below) services offered by Glance Pay Inc. (“Glance,” “we,” “our,” or “us”). By accessing or using any services provided by Glance, including the Virtual Currency services (collectively, the “Services”), you agree to be bound by these Virtual Currency Terms of Service, the General Terms of Service, and all other terms, policies, and guidelines applicable to the Services (collectively, the “Agreement”).

If you have any question regarding the use of the Services, please contact our Support Center.

Value of virtual currency can change quickly and dramatically, and can result in sudden and substantial losses including loss of entire value of virtual currency. You should therefore carefully consider whether transacting or holding Virtual Currency is suitable for you in light of your financial condition.

1. Definitions

Capitalized terms not otherwise defined in these Virtual Currency Terms will have the following meanings:

Conversion Price means the price of Virtual Currency in terms of Fiat currency as listed on Coinbase at the time Glance receives your Virtual Currency in exchange for your purchase of Glance Dollars. You agree, as a condition of buying Glance Dollars through the Glance Pay App, to accept the Conversion Rate as the sole conversion metric.

Glance Dollars” represent a credit that can be used at Glance Pay merchants.

Glance Pay App means the Glance Pay Application which provides a mobile payments solution and is available for download on the App Store for iOS devices and Google Play for Android devices.

External Wallet  means the third party digital wallet that You are using to store, send, and receive Virtual Currency.

Virtual Currency means virtual currencies accepted as by Glance, which currently only includes Bitcoin, in exchange for the purchase of Glance Dollars.

2. The Services – Buying Glance Dollars with a Virtual Currency

2.1 The Glance  Pay App is a payment gateway and is not intended for the use of exchanging cash or cash equivalents. By providing the Services, Glance allows you to purchase a credit in the form of “Glance Dollars” which can be used at certain merchants within the Glance Pay App.  We are not a crypto exchange, wallet, or a place to purchase or sell cryptocurrencies, or a money services business. The sale and/or exchange of currencies using our services is prohibited.

2.2 Funding. In order to complete a purchase transaction via the Services, you must first have a Glance Pay Account. A “Buy” transaction is a sale of Glanced Dollars from Glance to you in exchange for the amount of Virtual Currency transferred by You to Glance at the Conversion Price. Once complete, your Glance Dollar Balance will reflect the amount of Glance Dollars that You own. All right to and title in the Virtual Currency used for the purchase of Glance Dollars will pass from You to Glance. A transaction will not necessarily result in Glance broadcasting any transaction to the Virtual Currency network.

2.3 Cancellations. You may not cancel any purchase, sale or transfer requests via the Services. Once you have submitted a request, you may not change, withdraw, or cancel your authorization for us to complete such transaction.

2.4 Transfer Settlement Risk of Loss. You bear the risk of loss of value once you have initiated a transfer transaction from your External Wallet in the event that the receipt of virtual currency is delayed and the value of virtual currency decreases during the period of delay.

2.3 Conditions and Restrictions. We may, at any time and in our sole discretion, refuse any transaction, including any purchase or sale request submitted via the Services, impose limits on the amount of Glance Dollars you can purchase via the Services or impose any other conditions or restrictions upon your use of the Services, without prior notice. We may also make the purchase of Glance Dollars in the Glance PayApp unavailable at any time, in our sole discretion. If the Services are unavailable, any purchase or sale requests you may have submitted for such Glance Dollars will be cancelled. The act of purchasing Glance Dollars from Glance does not result in a guarantee that you may purchase Glance Dollars using Virtual Currency from Glance at a later time.

2.5 Transaction Settlement. We will use commercially reasonable efforts to complete transactions within two days of the date upon which you have initiated a “Buy” transaction via the Services.

3. Rights and Obligations

Glance provides the Services solely on the terms and conditions set forth in the Agreement and on the condition that You accept and comply with them. By using the Services You (a) accept this Agreement and agree that You are legally bound by its terms; and (b) represent and warrant that You are of legal age to enter into a binding agreement.

4. Eligibility and Identity Verification

4.1 Eligibility. You must (a) be an individual person, not an entity, using the Services for personal use, (b) be a resident of Canada, (c) be at least 18 years, and the age of majority in your Province of residence, or older to use the Services, and (d) use the Services in Canada.

4.2 Identity Verification. In order to use certain features of the Services, including the purchase of Glance Dollars using Virtual Currency, you may be required to provide Glance with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, social insurance number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number), source of funds and employment. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Glance if any information changes.

4.3 Availability. Glance may not make all of the Services available in all markets and jurisdictions, and may restrict or prohibit use of all or a portion of the Services from certain states, territories, or jurisdictions (“Restricted Locations”). At this time, Restricted Locations include, but are not limited to, the United States. You must not attempt to use our Services if you are located in any of those Restricted Locations. You must not attempt to circumvent any restrictions imposed via the Services, such as by obscuring your IP address or submitting any inaccurate information regarding your location.

5. Currency Availability

Glance retains the right, in its sole discretion, to determine the types of Virtual Currency that may be used to purchase Glance Dollars, and may add or remove the availability of any Virtual Currency from the Services at any time for any reason. Glance will not be liable to You for any losses, liability or expenses related to the removal of the ability to buy Glance Dollars with a Virtual Currency.

6. Daily Transaction Volume Limits

Glance imposes a daily transaction processing limit of Virtual Currency in the equivalent amount of CAD $500. At Glance’s discretion, and based on Glance’s risk assessment of Your transaction history and behaviours, transaction capabilities may not be enabled until additional documentation or information regarding You are collected and verified. Requests to increase your processing limit will not be approved unless and until we have reviewed your documentation to our satisfaction and have confirmed the accuracy and authenticity of the information therein.

7. Transaction History

Transaction information will be reflected in your Transaction History in the Glance Pay App. You agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such transaction.

8. Final

Virtual Currency transactions are final. Once you send Virtual Currency funds to our account, the transaction cannot be reversed.

9. No functionality to sell Virtual Currency through the Glance Pay App

You understand and agree that you cannot sell Virtual Currency through the Glance Pay App.

10. Our Right to Reject

We reserve the right to decline to process a sale if we reasonably believe that it violates these Terms or would expose you, other merchants, Purchasers, or other parties to harm. If we decline your purchase or transfer, you will bear the costs related to any conversion or exchange fees. If we reasonably suspect that your Glance Pay account has been used for an illegal purpose, you authorize us to share information about you, your Glance Pay account, and your account activity with law enforcement.

11. Taxes

It is your responsibility to determine what, if any taxes may apply to the transactions you complete under the Services and it is your responsibility to report and remit the appropriate tax to the relevant taxing authorities. You agree that we are not responsible for determining whether taxes apply to Your transactions under the Services. To the extent obligated by the relevant taxing authorities that we are required to deduct or withhold any amounts from payment, we will make the required payment net of such taxes. Any amounts so withheld will be treated as having been paid for all purposes of this Agreement. You certify the information provided to Glance is accurate and consent to Glance using such information as is necessary to fulfill Glance’s federal, provincial and local tax payment or withholding purposes and tax filing obligations.

12. Risks Inherent to Virtual Currency

You acknowledge and agree to the following: (a) Virtual Currency transactions are irreversible, and, accordingly losses due to fraudulent or accidental transactions may not be recoverable and Glance shall not be held liable for any fraudulent or accidental transactions, (b) Virtual Currency is not legal tender and is not backed by a government or central bank and Glance is not a bank. As such, there is no protection, such as deposit insurance, to cover any losses associated with Virtual Currency, (c)legislative and regulatory changes or actions at the provincial, federal or international level may adversely affect the use, transfer, exchange, and value of Virtual Currency the Bitcoin public ledger blockchain is maintained by a vast unidentified private computer network spread around the world and choosing to participate in Virtual Currency is at your own risk and understanding of this network, (d) Virtual Currency is a target for fraud and the potential for fraud is especially likely when you engage in transactions with external Virtual Currency addresses, (e) Virtual Currency is a target for hackers and hacking can occur even when you use the strongest security settings and as such your Virtual Currency may be irretrievably stolen, (f) some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you have initiated the transaction (g) the value of Virtual Currency may be derived from the continued willingness of market participants to exchange Fiat Currency for Virtual Currency, which may result in the potential for permanent and total loss of value of a particular Virtual Currency should the market for that Virtual Currency disappear, (h) there is no assurance that a person who accepts Virtual Currency as payment today will continue to do so in the future, (i) the volatility and unpredictability of the price of Virtual Currency relative to Fiat Currency may result in significant loss over a short period of time

13. Disruption Events

You agree that we are not liable for any price fluctuations in Virtual Currency. In the event of a market disruption or Force Majeure Event (as defined below), we may do one or more of the following: (a) suspend access to the Services; or (b) prevent you from completing any actions via the Services. We will not be liable for any losses suffered by you resulting from such actions. Following any such event, when Services resume, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event

14. Indemnification

You agree to indemnify Glance, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable legal fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information

15. Limitation of Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR GLANCE PAY ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION

16. Suspension; Termination; Discontinuance of Services

16.1 Suspension, Termination, Discontinuance of your Access. We may suspend your access to all or a portion of our Services. We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Glance Pay App Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, we will attempt to return any Virtual Currency to your External Wallet.

16.2 Notice. If we suspend or close your account, or terminate your use of the Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits us from providing you with such notice. You acknowledge that Glance’s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Glance’s risk management and security protocols. You agree that Glance is under no obligation to disclose the details of its risk management and security procedures to you.

17. Choice of Law

This Agreement, and its application and interpretation, shall be governed exclusively by the laws of the Province of British Columbia, without regard to its conflict of law rules. You consent to the exclusive jurisdiction of the courts located in or near Vancouver, British Columbia for any dispute arising under this Agreement.

18. Severability

In the event any court shall declare any section or sections of this Agreement invalid or void, such declaration shall not invalidate the entire Agreement and all other paragraphs of the Agreement shall remain in full force and effect.

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