Rakuten.ca Express Cash Back Button End User License Agreement
Welcome to the Rakuten.ca Express Cash Back Button. By checking a box that states “I agree” or downloading and installing the Rakuten.ca Express Cash Back Button, you agree to be legally bound by this End User License Agreement (" EULA"). The EULA is a legally binding agreement between you and Rakuten Canada Inc., its affiliates and any successors and assigns (“Rakuten.ca”).
As used in this EULA, the "Rakuten.ca Express Cash Back Button" or "Software" means the Cash Back Button software designed to work with the Internet web browser installed on your computer, including any updates, revisions, patches or other modifications from time to time to this software. Rakuten.ca reserves the right to update and change, from time to time, this EULA and all documents incorporated by reference herein. You can always find the most recent version of this EULA at https://www.rakuten.ca/express/eula. Rakuten.ca may change this EULA by posting a new version without notice to you. Use of the Software after such change constitutes your acceptance of such changes. Any reference to "we", "our", "us" or the like in this EULA refers collectively to Rakuten.ca. "You", "your" or the like refers to you, the end user of the Rakuten Express Cash Back Button.
- Grant of Limited Use License: If you agree to this EULA, you may install and personally use the Rakuten.ca Express Cash Back Button and any updates provided by Rakuten in object code form on a personal computer owned or controlled by you. The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and Rakuten.ca reserves all other rights in the Software not granted to you in writing herein. Subject to your continuing compliance with this EULA (as it may be amended by Rakuten from time to time), Rakuten hereby grants, and you hereby accept, a personal, limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Rakuten Express Cash Back Button consistent with the Permitted Uses and Restrictions provided below. This EULA does not entitle you to receive from us hard-copy documentation, support, telephone assistance, or enhancements or updates to the Software. You acknowledge and agree that the Software is licensed, not sold. You agree not to use, nor permit any third party to use, the Software in a manner that violates any applicable law, regulation or this EULA.
Permitted Uses: You may use the Rakuten.ca Express Cash Back Button to enhance your Internet surfing experience by being provided with relevant references displayed in your browser. When visiting certain sites, the Rakuten Express Cash Back Button may add to the page you are visiting certain html code to enhance your experience by adding deals, coupons and other Information to links and text. Specifically, by agreeing to this EULA, your permitted uses and restrictions with respect to the Software are as follows:
- Search the Internet: The Software may change the default search engine in your browser's search box, if such a search box exists in your browser. This alteration would allow Rakuten.ca to track your searches. The software may change the homepage on your browser to https://www.rakuten.ca. The Software also enables Rakuten.ca to provide you with Cash Back shopping reward opportunities within your search results.
- Cash Back All Cash Back rewards or other incentives offered to you via transactions and activities that you may conduct via the Rakuten.ca Express Cash Back Button are subject to the Rakuten.ca Terms & Conditions, a copy of which is presently available on our website at Terms and Conditions. By downloading and using the Rakuten.ca Express Cash Back Button you acknowledge and agree that you have read, understand and agree to such Terms & Conditions and that such Terms & Conditions govern any and all Cash Back rewards or other incentives you may be eligible to receive with your valid use of the Rakuten.ca Express Cash Back Button, including restrictions and limitations on such rewards and incentives. The Terms & Conditions are incorporated into this EULA and hereby made an integral part hereof.
Non-Permitted Uses & Restrictions: You agree you will not:
- Provide access to or give the Software or any part of the Software to any third party;
- Reproduce, modify, duplicate, copy, deconstruct, reverse-engineer, sell, trade, resell, translate, rent, lease, loan, or distribute the Software or create derivative works or improvements from the Software or any portion thereof;
- Permit any third party to benefit from the use or functionality of the Software,
- Transfer your license to the Software to any other party;
- Make the software available on file-sharing, timesharing, service bureau, hosting service or any other similar arrangement;
- Use the Software in any manner that could damage, disable, overburden or impair Rakuten.ca's search services (e.g., you may not use the Rakuten Express Cash Back Button in an automated manner including by way of acting in concert with one or more other users to result in the same outcome as an automated approach);
- In any way to transmit, directly or indirectly, any unsolicited bulk communications, or use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, including without limitation engaging in any click fraud or other similar conduct to fraudulently or improperly earn Rakuten.ca Cash Back rewards via the Rakuten.ca Express Cash Back Button or Rakuten.ca web properties.
- You agree to abide by Canadian and U.S. copyright law and all other applicable Canadian laws and other nations and by any applicable international treaties in connection with your use of the Software.
- Updates: When installed on your computer, the Software periodically communicates with our servers. We may update the Software on your computer when a new version is released or when new features are added. These updates occur automatically. We also reserve the right to add features or functions to the Software. Notwithstanding the above, we have no obligation to make available to you any subsequent versions or new features of the Software.
- Ownership: All rights to and in the Software, including, but not limited to, copyrights, patents, trademarks, and trade secret rights, belong to Rakuten.ca and Rakuten.ca holds title to each copy of the Software. You agree not to remove or alter our or any trademark, logo, copyright or other proprietary notice, legend, symbol or label in the Software. You do not have the right to and may not create derivative works of the Software. All modifications or enhancements to the Software remain our sole property. The Software is protected by the copyright laws of Canada, international treaties, conventions and other laws around the world.
- Third Party Applications: The Rakuten.ca Express Cash Back Button may be offered to you bundled with another third party software application. Any such third party application is owned or licensed by a third party and this EULA does not apply to your use of such other third party application, regardless of whether the Rakuten.ca Express Cash Back Button and such application came bundled together. Rakuten.ca makes no representations or warranties regarding third party software. You agree that Rakuten.ca will not be liable for any claim, loss or damage relating to third party software.
- Term. This EULA is effective until terminated. You may terminate this EULA by deleting and/or destroying all copies of Software in your possession. Rakuten.ca may, upon notice to you, terminate this EULA, in its sole discretion, if you breach any of the terms and conditions or if we believe that you have violated or acted inconsistently with the letter or spirit of this EULA. Upon termination of this EULA for any reason, you shall delete and/or destroy all copies of the Software. If we terminate this EULA, you will no longer have the right to use our Software in any way, and any Cash Back rewards or other incentives that you may earn following such termination will be void, even if such rewards or incentives would otherwise have been validly earned but for our termination. All provisions of this EULA relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Rakuten.ca's proprietary rights shall survive any such termination. You agree that Rakuten.ca shall not be liable to you or any third party for any termination of your access to the Software or the services provided thereby.
The Rakuten.ca Express Cash Back Button is intended to be used in a manner for you to be able to benefit from bona-fide search and shopping activities that you conduct on the Internet. If we or our technology partners, merchants or advertisers determine, in our sole discretion, that you have violated the terms of this EULA or have otherwise not acted in good faith, we reserve the right terminate your right to use the Rakuten.ca Express Cash Back Button at any time, to cancel (and reverse, as applicable) all of the Cash Back rewards you may have earned (or attempted to earn) via your use of the Rakuten.ca Express Cash Back Button and to pursue any legal remedy against you available to us. You agree to indemnify and hold harmless Rakuten.ca, its technology partners, merchants and advertisers from any and all such determinations, actions and remedies. You acknowledge that the foregoing restrictions and penalties are reasonable and that they form an essential part of the bargain between you and us.
- Disclaimer of Warranty. YOU UNDERSTAND AND AGREE THAT YOUR DOWNLOAD OR USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. WE MAKE NO WARRANTY THAT THE SOFTWARE IS ACCURATE AND ERROR-FREE; THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE RELIABLE; OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
- Limitation of Liability. RAKUTEN.CA'S SOLE OBLIGATION OR LIABILITY UNDER THIS EULA IS THE REPLACEMENT OF DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. IN NO EVENT WILL RAKUTEN.CA OR ANY THIRD PARTY (WHICH DISTRIBUTES, PROMOTES OR PROVIDES COMPONENTS CONTAINED IN THE SOFTWARE) BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, OR RELIANCE ON THE SOFTWARE, EVEN IF RAKUTEN.CA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IF WE ARE FOUND TO BE LIABLE FROM ANY CLAIM RELATING TO OR ARISING FROM YOUR USE OF THE RAKUTEN.CA EXPRESS CASH BACK BUTTON, OUR AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO $50.00. RAKUTEN.CA RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY CLAIMS. YOU AGREE TO REASONABLY COOPERATE AS REQUESTED BY RAKUTEN.CA IN THE DEFENSE OF ANY CLAIMS.
- Indemnification. BY DOWNLOADING, INSTALLING, USING OR UNINSTALLING THE SOFTWARE, OR USING ANY RAKUTEN.CA SERVICES, YOU HEREBY AGREE TO, AT YOUR OWN EXPENSE, INDEMNIFY, DEFEND AND HOLD HARMLESS RAKUTEN.CA, ITS PARENTS, SUBSIDIARIES AND AFFILIATES, ITS BUSINESS PARTNERS, THE THIRD PARTY TECHNOLOGY SUPPLIERS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "INDEMNIFIED PARTIES ") FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, INJURIES, CAUSES OF ACTION, CLAIMS, DEMANDS AND EXPENSES, INCLUDING LEGAL FEES AND EXPENSES, OF WHATEVER KIND OR NATURE ARISING OUT OF, RELATING TO OR RESULTING FROM ANY CLAIM AGAINST SUCH INDEMNIFIED PARTIES OR ANY ONE OF THEM, ARISING FROM OR RELATING TO (I) ANY BREACH BY YOU OF THIS EULA; OR (II) YOUR DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF THE SOFTWARE OR SUCH SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF PERSONAL INJURY (INCLUDING DEATH), INJURY TO REPUTATION, VIOLATION OF PRIVACY, OR DAMAGE TO TANGIBLE PROPERTY OR DATA (INCLUDING LOSS OF PROPERTY OR LOSS OF USE OF TANGIBLE PROPERTY OR DATA).
- Data Collection and Privacy: By using the Software and related services, you agree that Rakuten.ca may collect and use certain information and data relating to your use, as more fully described in our Privacy & Security Policy. Our Privacy & Security Policy, as it may be amended from time to time, is integrated and incorporated by reference into this EULA
- Export Restrictions: You acknowledge that the Software and related services are subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and regulations enacted under the Export and Import Permits Act as well as the U.S. export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export the Software, or portion thereof, directly or indirectly, in violation of the Canadian and U.S. export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this Software may include technical data subject to such Canada and U.S. export regulations.
- Equitable Remedies: You hereby agree that Rakuten.ca would be irreparably damaged if the terms of the EULA are not specifically observed and, therefore, you agree that Rakuten.ca shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any terms of the EULA, in addition to other remedies available to Rakuten.ca under applicable law.
- Governing law: The EULA shall be governed and construed under the laws of Canada and the province of Ontario and the federal laws of Canada applicable therein, without regard to the principles of conflicts of law. You hereby agree that the United Nations Convention on Contracts for the International Sale of Goods is excluded in its entirety from application to the EULA.
- Dispute Resolution: If any disagreement or dispute arising out of or relating to the EULA or breach thereof, (a “Dispute”) occurs, you and Rakuten.ca agree to first attempt to resolve the Dispute informally for a period of least 30 days commencing on the date you make the Dispute known to Rakuten.ca. If the Dispute is not resolved, you and Rakuten.ca agree to submit the Dispute to settlement by final and binding arbitration to be conducted in Ontario, Canada. The arbitration shall be commenced and conducted in accordance with the Commercial Rules of the American Arbitration Association (the “Rules”). Your arbitration fees and your share of the arbitrator’s compensation shall be governed by and, where appropriate, limited by the Rules. If the law of your jurisdiction prohibits the provisions of the foregoing, the arbitration shall be commenced and conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce.
- Restrictions: You and Rakuten.ca agree that any informal resolution or arbitration of a Dispute shall be limited between Rakuten.ca and you individually. To the full extent permitted by applicable law, no arbitration shall be joint with any other and you have no right or authority to: (a) arbitrate a Dispute on a class-action basis or to utilize class action procedures; and to (b) raise a Dispute in a representative capacity on behalf of the general public or any other persons.
- Exceptions to Informal Resolution and Arbitration: You and Rakuten.ca agree that the following Disputes are not subject to the above provisions concerning informal Dispute resolution and arbitration: (a) Disputes concerning the enforcement, protection or validity of intellectual property rights belonging to you or Rakuten.ca; (b) Disputes concerning allegations of invasion of privacy, piracy, theft or unauthorized use of the Software (including violation of the EULA, Terms & Conditions or Privacy & Security Policy); and (c) claims for injunctive relief.
- Severability: To the extent any section, clause, provision or sentence or part thereof of the EULA is determined to be illegal, invalid or unenforceable by competent authority in any jurisdiction, then that portion shall be severed and the remainder of the EULA shall be given full force and effect.
- No Waiver: Rakuten.ca’s failure to assert or enforce any right contained in the EULA shall not constitute a waiver of that right.
- Assignability: You may not assign or otherwise transfer by operation of law or otherwise this EULA or any rights or obligations herein. Rakuten.ca may assign this EULA to any entity at its sole discretion and without notice to you. You agree to this EULA electronically and you authorise Rakuten.ca to provide you any information and notices regarding the Software in electronic form in compliance with the Electronic Commerce Act (Ontario).
- notices: We may provide you notices via email if you have provided us with a valid email address or by posting the notice on a website designated by us for this purpose. The delivery of any notice is effective when sent or posted by Rakuten.ca, regardless of whether you read the notice or actually receive the delivery. You can withdraw your consent to receive notices electronically by discontinuing your use of the Software.
- Language: Except in Quebec, any translation of this EULA is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this EULA shall govern. The parties hereby confirm that they have requested that this EULA and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.
- Québec Consumers. If you are a Québec Consumer, the sole warranty applicable to this EULA is the mandatory legal warranty provided under the Civil Code of Québec and any warranty provided for under the Consumer Protection Act (Québec).
- Acknowledgment: You acknowledge that you have read and understand this EULA and agree to be bound by its terms. Rakuten.ca reserves the right to modify this EULA from time to time. Notice of such changes will be made on the Rakuten.ca website as set forth herein.