These Terms and Conditions of Use for https://www.masterly.ca (the "Masterly Website") and https://masterly.food/ (the "Masterly Food Website") and their applications and services including, but not limited to, the FindWare Application (the “FindWare App”), the MasterlySOS Application (the “MasterlySOS App”), the Masterly Forms Application (the “Masterly Forms App”), and the Delight Zone Application (the “Delight Zone”) (collectively, the “Masterly Services”) constitute a legal agreement and are entered into by and between you and Masterly Inc. and its subsidiary, Masterly Food Inc. (“Masterly”, “Company”, “we”, “us”, “our”). The following terms and conditions, together with any documents and/or additional terms they incorporate by reference (collectively, these “Masterly Terms and Conditions”), govern your access to and use of, including any content, functionality, and services offered on or through the Masterly Services.
By creating an account and checking the “I Agree” button, you: (i) accept and agree to be bound and comply with these Masterly Terms and Conditions and the Masterly Privacy Policy, incorporated herein by reference; and (ii) consent to the installation of the Masterly Services on your mobile or other electronic device. If you do not agree to these Masterly Terms and Conditions or the Masterly Privacy Policy, you must not access or use the Masterly Services.
By using the Masterly Services, you represent and warrant that you are capable of forming a binding contract under applicable law, including that you are above the legal age of majority in the Province or Territory in which you reside, and meet all of the foregoing eligibility requirements, or that you are capable of forming a binding contract under applicable law, including that you are above the legal age of majority in the Province or Territory in which you reside, and you have given us your consent to allow any of your minor dependents to use the Masterly Services. If you do not meet all of these requirements, you must not access or use the Masterly Services.
We reserve the right in our sole discretion to revise and update these Masterly Terms and Conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Masterly Services. You agree to periodically review the Masterly Terms and Conditions in order to be aware of any such modifications and your continued use shall be your acceptance of these.
The information and material on the Masterly Services may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Masterly Services is restricted to users or unavailable at any time or for any period.
You acknowledge and agree that Masterly has no obligation under these Masterly Terms and Conditions to correct any defects or errors in the Masterly Services, regardless of whether you inform Masterly Inc. of such defects or errors or Masterly otherwise is, or becomes aware of, such defects or errors. To the extent Masterly Inc. provides you with any updates or upgrades to the Masterly Services, such updates and upgrades shall be deemed to constitute part of the Masterly Services and shall be subject to all terms and provisions set forth in these Terms and Conditions, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Masterly Services.
The FindWare App is designed to assist you in managing your assets tagged with a FindWare Quick Response (QR) code or Near-Field Communication (NFC) tag and to communicate with individuals who have found your assets in the event that they are lost.
The MasterlySOS App is designed to connect you with your emergency contacts by allowing individuals who have encountered you in an emergency situation to scan a MasterlySOS QR code or NFC tag.
The Masterly Forms App is designed to create, distribute, complete, and process various types of forms, including text, numbers, dates, file uploads/downloads, and provide data verification via document uploads or API access to verified databases.
The Delight Zone is a workplace food solution offering ready-to-consume food and beverages available in smart food and beverage refrigerators and warmers.
For clarity, the functionalities of the FindWare App, the MasterlySOS App, the Masterly Forms App, and the Delight Zone form part of the Masterly Services.
The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Masterly Services. Users are required to ensure that all persons who access the Masterly Services through a user's internet connection are aware of these Terms and Conditions and comply with them. The Masterly Services, including content or areas of the Masterly Services, may require user registration. It is a condition of your use of the Masterly Services that all the information you provide is correct, current, and complete.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to the Masterly Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Masterly Services.
Your provision of registration information and any submissions you make to the Masterly Services through any functionality, such as chat rooms, e-mail, message boards, personal, or interest group web pages, profiles, forums, bulletin boards, and other such functions (collectively, "Interactive Functions" )constitutes your consent to all actions we take with respect to such information consistent with our Masterly Masterly Privacy Policy.
Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to the Masterly Services or portions of them using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms and Conditions.
You are prohibited from attempting to circumvent and from violating the security of the Masterly Services, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting our ability to monitor the Masterly Services; (f) using any robot, spider, or other automatic device, process, or means to access the Masterly Services for any purpose, including monitoring or copying any of the material on the Masterly Services; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Masterly Services via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Masterly Services.
You understand and agree that the Masterly Services and their entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
The Company Name, Company logo, the FindWare, MasterlySOS, Masterly Forms, Delight Zone names, the FindWare, MasterlySOS, Masterly Forms, and Delight Zone logos, and all related Company names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its subsidiaries or affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Masterly Services are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
You may only use the Masterly Services for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Masterly Services, in any form or medium whatsoever except:
Users are not permitted to modify copies of any materials from the Masterly Services nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Masterly Services. You must not access or use for any commercial purposes any part of the Masterly Services or any services or materials available through the Masterly Services.
If you print off, copy, or download any part of the Masterly Services in breach of these Masterly Terms and Conditions, your right to use the Masterly Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Masterly Services or to any content on the Masterly Services, and all rights not expressly granted are reserved by the Company.
Any use of the Masterly Services not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
Upon your acceptance of these Masterly Terms and Conditions, you will be permitted to install or activate and use the Masterly Services. Subject to these Terms and Conditions, Masterly Inc. hereby grants you a limited, non-exclusive, royalty-free, and revocable license for personal use of the Masterly Services and their contents on a single mobile or other electronic device in executable object code format only (the “License”). For greater certainty, this License only allows you to use the Masterly Services for your own personal use. This License does not include any rights not specifically enumerated herein. You agree not to take or permit any action with respect to the Masterly Services that is not expressly authorized under this License.
By using the Masterly Services, you acknowledge and agree that:
The Company’s liability for any claims arising from your use of the AI systems is limited as specified in the Limitation of Liability section of these Terms and Conditions.
By using the Delight Zone offered by Masterly Food Inc., including but not limited to, accessing the smart food and beverage warmer and refrigerator (the “Equipment” ) and making purchases, you acknowledge that you have read, understood, and agree to the following:
The Company’s liability for any claims arising from your use of the Delight Zone is limited as specified in the Limitation of Liability section of these Terms and Conditions.
If the Masterly Services are being installed and used on your mobile device, additional terms and conditions may apply to you based on the mobile device:
You must also comply with all applicable laws and third-party terms of agreement when using the Masterly Services (e.g., your wireless data service agreement). The Masterly Services may not contain the same functionality available on the Company’s website (and certain functionality may not be available depending on which mobile device you are using). Your download and use of the Masterly Services is at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the download or use of the Masterly Services.
The structure, organization, and source code of the Masterly Services are the valuable trade secrets and proprietary confidential information of Masterly Inc. and its licensors. You agree not to provide or disclose any such confidential information in the Masterly Services or derived from it to any third party.
As a condition of your access and use of the Masterly Services, you agree that you may use the Masterly Services only for lawful purposes and in accordance with these Terms and Conditions.
The following app content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, "submit") to the apps or to other users or persons (collectively, "User Submissions") and any and all Interactive Functions. All User Submissions must also comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service.
Without limiting the foregoing, you warrant and agree that your use of the Masterly Services and any User Submissions shall not:
The Masterly Services may contain Interactive Functions allowing User Submissions on or through the Masterly Services.
None of the User Submissions you submit to the Masterly Services will be subject to any confidentiality by the Company. By providing any User Submission to the Masterly Services, you grant us and our subsidiaries, affiliates, and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submission.
By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the licence hereof to us and our subsidiaries, affiliates, and service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with these Terms and Conditions. You represent and warrant that all User Submissions comply with applicable laws and regulations and the Conditions of Use and User Submissions and Website/App Content Standards set out in these Terms and Conditions.
You understand and agree that you, not the Company nor Company's subsidiaries nor affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Masterly Services.
The Company has the right, without provision of notice, to:
You waive and hold harmless the Company and its subsidiaries and affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors from any and all claims resulting from any action taken by the Company and any of the foregoing parties relating to any investigations by either the Company or such parties or by law enforcement authorities.
We have no obligation, nor any responsibility to any party to monitor the Masterly Services, or their use, and do not and cannot undertake to review material that you or other users submit to the Masterly Services. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
The content on the Masterly Services is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction based on the content on the Masterly Services.
Although we make reasonable efforts to update the information on the Masterly Services, we make no representations, warranties, or guarantees, whether express or implied, that the content on the Masterly Services is accurate, complete, or up to date. Your use of the Masterly Services is at your own risk and neither the Company nor its subsidiaries nor its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the Masterly Services.
The Masterly Services may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. Neither the Company nor its subsidiaries nor its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
By submitting your personal information and using the Masterly Services, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, as we deem necessary for use of the Masterly Services and provision of services.
Certain products or services may be available exclusively online through the Masterly Services. Such products or services may have limited quantities. All products or services are subject to availability, and we cannot guarantee that products or services will be in stock. All sales are final and no refund will be issued.
We make every effort to display as accurately as possible the colors, features, specifications, and details of the products or services available on the Masterly Services. However, we do not guarantee that the colors, features, specifications, and details of the products or services will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products or services.
We reserve the right to limit the quantities of the products or services offered or available on the Masterly Services. All descriptions or pricing of the products or services are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any products or services at any time for any reason. We do not warrant that the quality of any of the products or services purchased by you will meet your expectations or that any errors on the Masterly Services will be corrected.
You agree to provide current, complete, and accurate purchase and account information for all purchases of the products or services made via the Masterly Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We may change prices at any time. All payments shall be in Canadian dollars and be processed by the payment processing platform known as Stripe, Inc. (“Stripe”). For information on payment collection and processing, please review the Stripe Services Agreement. Canadian taxes associated with our Services will be collected when applicable.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us via Stripe to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Masterly Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
All purchases from the Delight Zone must be made through the Stripe payment system integrated within the Delight Zone, using your authorized credit or debit card. Cash payments or alternative methods are not accepted, subject to any alternative payment agreements between you and the Company.
By tapping your authorized credit or debit card on, and setting up your one-time payment method with, the Delight Zone, you acknowledge and agree that Stripe will save your payment information for future purchases.
You acknowledge that the Company may, in its sole discretion, create promotional codes that may provide discounts or other features or benefits related to the Delight Zone, subject to any additional terms that the Company establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes:
The Company reserves the right to withhold or deduct discounts or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that the Company reasonably determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Masterly Terms and Conditions. This section does not apply to promotional codes for services other than the Delight Zone.
All purchases are final, and refunds are not provided for any reason, including but not limited to dissatisfaction with the product's quality, taste, or condition.
The owner of the Masterly Services is based in Ontario, Canada. We provide the Masterly Services for use only by persons located in Canada. The Masterly Services are not intended for use in any jurisdiction where their use is not permitted. If you access the Masterly Services from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
You acknowledge that the Masterly Services, its content, and the underlying technology may be subject to applicable export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Masterly Services, its content, and the underlying technology, as well as end-user, end-use, and destination restrictions issued by Canadian and other governments. By downloading or using the Masterly Services and their contents, you agree to the foregoing and you represent, warrant, and covenant that you are not located in, under the control of, or a national or a resident of any country identified in any applicable legislation, regulation, deny order or prohibition list issued by any governmental or regulatory body, and that you will otherwise comply with all applicable export control laws.
You understand and agree that your use of the Masterly Services, their contents, and any services or items found or attained through the Masterly Services is at your own risk. The Masterly Services, their contents, and any services or items found or attained through the Masterly Services are provided on an "as is" and "as available" basis, without any warranties or conditions of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
Neither the Company nor its subsidiaries and affiliates, or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors make any warranty, representation, or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency, or availability of the Masterly Services or its contents. Without limiting the foregoing, neither the Company nor its subsidiaries and affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors represent or warrant that the Masterly Services, their contents, or any services or items found or attained through the Masterly Services will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, or that the Masterly Services, or the server that makes them available are free of viruses or other harmful components.
We cannot and do not guarantee or warrant that files or data available for downloading from the internet, the Website, or your mobile device will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Masterly Services and your computer, mobile device, internet, and data security. To the fullest extent provided by law, we will not be liable for any loss or damage caused by denial-of-service attack, distributed denial-of-service attack, overloading, flooding, mailbombing, or crashing, viruses, trojan horses, worms, logic bombs, or other technologically harmful material that may infect your computer or mobile equipment, computer or mobile programs, data, or other proprietary material due to your use of the Masterly Services, or any services or items found or attained through the Masterly Services or to your downloading of any material posted on them, or on any website linked to them.
Except where such exclusions are prohibited by law, under no circumstance will the Company nor its subsidiaries nor its affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, damages of any kind, under any legal theory, including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort, breach of contract, breach of privacy, or otherwise, even if the party was allegedly advised or had reason to know, arising out of or in connection with your use, or inability to use, or reliance on, the Masterly Services, any linked websites or apps or such other third-party websites or apps, nor any app content, materials, posting, or information thereon.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its subsidiaries, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Masterly Terms and Conditions or your use of the Masterly Services, including, but not limited to, your User Submissions, third-party sites, any use of the Masterly Services’ contents, services, and products other than as expressly authorized in these Masterly Terms and Conditions.
The Masterly Services and these Masterly Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule whether of the laws of the Province of Ontario or any other jurisdiction and notwithstanding your domicile, residence, or physical location.
Any action or proceeding arising out of or relating to the Masterly Services and under these Masterly Terms and Conditions will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Masterly Terms and Conditions operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any term or provision of these Masterly Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Masterly Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
The Masterly Terms and Conditions and our Masterly Privacy Policy constitute the sole and entire agreement between you and Masterly Inc. regarding the Masterly Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
The Masterly Services are operated by Masterly Inc., located at 120 Adelaide Street West, Suite 2500, Toronto, Ontario, Canada M5H 1T1.
Should you become aware of misuse of the Masterly Services, including libelous or defamatory conduct, you must report it to the Company at legal@masterly.ca.
All other feedback, comments, requests for technical support, and other communications relating to the Masterly Services should be directed to support@masterly.ca.
Date: 2024 Nov 21
V.1.0.1