Terms & Conditions for Partners

Effective as of May 21, 2019

General

Welcome to https://gorinseyourself.com, a Web Application owned and operated by Rinse Inc. (hereinafter referred to as "Rinse" or "the Application"). The following terms and conditions (hereinafter "the Agreement"), in conjunction with the Partner Agreement Form (also referred to as “the service agreement”), constitute a binding contract between you, the Partner, and Rinse. In the event of any discrepancy between these terms and conditions and the Partner Agreement Form, these terms and conditions shall prevail.

The term "Partner" means both the company (a business offering its services and/or products through the Rinse Application (the "Application"), which services and/or products may be purchased by users accessing or using the Application), or you or any person in whose name the Partner accesses or uses the site. Users are persons registered in the Application who purchase the services and/or products from the participating Partner. The terms and conditions must be read in conjunction with the Privacy Policy that governs the use of this site.

By accessing and using this Application, (even if the visit does not include any commercial activity), you expressly agree to be bound and comply with these terms and conditions, the Privacy Policy as well as all applicable laws and regulations governing the site. If you do not agree to these terms, you must discontinue your use of the site.

Rinse reserves the right to update and modify these terms and conditions at any time and for any reason, including, but not limited to, any rights to the Privacy Policy. Please review these terms and conditions regularly in order to be aware of any changes. The Partner also has the responsibility to update its contact information so that the Rinse can notify it by email if and when changes are made to the terms and conditions. Updates and changes to the terms and conditions will be made available on the Application. If you continue to use the Application after the new terms and conditions are displayed, you will be deemed to have accepted the changes.

Table of Contents

  1. Definitions
  2. Extent and Nature of Service
  3. Advertising and Sale of Services
  4. Price
  5. Licence
  6. Duration and Termination
  7. Partner Warranty and Indemnification
  8. Disclaimer
  9. Independence of the Parties
  10. Privacy
  11. Intellectual Property
  12. Entire Contract
  13. Notification
  14. Validity of the Provisions
  15. Applicable Law

  1. Definitions

    "User" refers to any person or organization that accesses or uses the site in order, in particular, to inquire about and to use the products and/or services offered by the Partner.

    "Partner" or “You” means both the company (a business offering its services and/or products through the Rinse Application (the "Application"), which services and/or products may be purchased by users accessing or using the Application), or any person in whose name the Partner accesses or uses the site.

    "Application" means the Internet site( s) and the Application on which the services are offered to the different users. These websites or Applications are owned and controlled by Rinse Inc.

    "Rinse", "https://gorinseyourself.com", "we" or "our" means Rinse Inc., a corporation incorporated under the Canada Business Corporations Act shares, R.S.C. (1985)

    "Services" refers to the online purchase, ordering, payment, reservation and delivery of the services offered by the Partners through the Application. These services are more specifically described in the Partner Agreement Form between each Partner and Rinse.

    Go back to the table of content
  2. Extent and Nature of Service

    The Services are offered by the Partner to the Users through the Application. The Partner must execute, honor and diligently perform any Service it offers to any User through the Application. The Partner agrees to offer to the Users the Services that are the subject of this Agreement and the Partner Agreement Form without any additional or complementary fees, charges or restrictions that would be contrary conditions stipulated in the offer described in the Partner Agreement Form. The Partner has no right to deal directly with the User to offer the Services during the entire Partner Agreement Form.

    Go back to the table of content
  3. Advertising and Sale of Services

    The Partner authorizes Rinse to offer and sell the Services in accordance with this Agreement and the terms and conditions specified in the Partner Agreement Form.

    Rinse and the Partner agree that the Services will be posted and advertised on the Application as follows:

    1. The Services offered by the Partner will be posted on the Application;
    2. The Users of the Application will reserve the desired Service(s), at the time and place of their choice, depending on the availability offered by the Partner;
    3. Payment is made directly on the Rinse Application as soon as the User is “checked-in” by the Partner through their dedicated Partner webpage created by Rinse;
    4. A booking confirmation is sent to the User and the Partner electronically, indicating the time of booking and the amount paid; this information will be available on the Rinse Application through a dedicated Partner webpage.
    5. Users who have reserved Services are present on the premises within a period of two (2) hours following the booking confirmation;
    6. The Partner undertakes to execute, honor and diligently perform the Services reserved by the Users, upon presentation of a booking confirmation and without any additional fees or conditions.
    7. Upon the arrival of the User on the Partner's premises, he/she must confirm the identity of the person (User) and register him/her through the Partner’s dedicated webpage.

    The dates of the sale of the Services and/or products are the prerogative of Rinse. The Services and/or products are published on the Application in accordance with these terms and conditions and the Partner Agreement Form. The Partner acknowledges that Rinse may unilaterally terminate the publication or promotion of the Services at any time and without necessary justification.

    Go back to the table of content
  4. Price

    The price of any Services offered by the Partner are described in the Partner Agreement Form. The price of each Service reserved by a User is due at the arrival of the latter on the premises, as soon as they are registered by the Partner. Payment is made by the User directly to Rinse using the User's preferred payment method as indicated in their Rinse account. No other sum or money will be requested by the Partner to the User and the Partner will not in any way deal directly with the User to offer them the Services. Rinse will provide the Partner with a portion of the revenues generated by the sale of the Services, the whole according to the conditions mentioned in the Partner Agreement Form.

    Go back to the table of content
  5. Licence

    The Partner offers to Rinse, for the duration of the agreement, a non-exclusive, royalty free, worldwide license and the right to use, reproduce, record, display, distribute and disclose the Partner's name, the logo and the trademarks of the Partner ("Trademarks") and any photographs, graphics, illustrations, texts and any other content provided or specified by the Partner (the "Content") in connection with the marketing, promotion, sale or distribution of the Services, in all media or formats in which the services are marketed, promoted, transmitted, sold, distributed or disseminated, including, but not limited to Application.

    Go back to the table of content
  6. Duration and Termination

    These Terms and Conditions and the Partner Agreement Form will remain valid for a period of one (1) year following the signing of the Partner Agreement Form (the "Term"). In addition, the Agreement and the Partner Agreement Form will be automatically renewed, at the end of each Term, for an additional period of one (1) year, unless the Partner or Rinse sends a thirty (30) day notice to the other party indicating that it does not intend to renew the Partner Agreement Form.

    In addition, Rinse may, at any time and at its sole discretion, terminate the Partner Agreement Form by giving a 5-day written notice to the Partner. The Partner may, at any time and at its sole discretion, terminate the Partner Agreement Form by giving Rinse a written notice of thirty (30) days.

    The expiration or termination of the Partner Agreement Form must not in any way affect the use of a Service by a User, or the obligation of the Partner to execute, honor and diligently perform any Servicest.

    Sections 7 to 16 of his Agreement will survive any expiration or termination of the Partner Agreement Form.

    Go back to the table of content
  7. Partner Warranty and Indemnification

    The Partner represents and warrants to Rinse the following:

    1. The Partner has the right, power and authority to enter into the Partner Agreement Form (as well as these Terms and Conditions);
    2. The fact that the Partner concludes the Partner Agreement Form (as well as these terms and conditions) and complies with their various provisions shall not constitute a defect under any agreements, contracts or commitments to which the Partner is linked;
    3. The Partner is registered for sale and use for tax collection purposes in all provinces in which the Partner offers goods and services in accordance with the Terms and Conditions of the Services;
    4. The Services, after being posted on the Application, must be immediately available for reservation at the Partner by the User;
    5. The terms and conditions of the Services must comply with the law and shall not violate any local, provincial or federal law, rule, regulation or Ordinance ("acts");
    6. The Partner holds all rights, titles and interests in the Trademarks and the Content and has the right to grant licenses for the Trademarks and Content contained in the Partner Agreement Form and these Terms and Conditions;
    7. The Trademarks and the Content of the Partner do not infringe any copyright, trademark, or any other intellectual property right or right of privacy or publicity rights of any third party;

    The Partner undertakes to indemnify and hold Rinse, its affiliates and related entities, as well as their officers, directors, agents, attorneys and employees, free from any loss, claim, demand, prosecution, damage, expense, including legal fees, liability, tax assessment, penalty and fine that Rinse may incur or incur due to the negligence or fault of the Partner or its agents in the performance of this Agreement or the breach by the Partner of representations and warranties contained in the Agreement or the breach by the Partner of a clause in the Agreement or a lawsuit or claim by a User in connection with the Services.

    In addition, to the extent permitted by law, the Partner agrees to indemnify and take up the defense for Rinse, its executives, directors, employees and agents against any liability for any damages, claims, lawsuit or loss, including for disbursements and reasonable attorneys ' fees resulting from the Partner's negligence, unlawful acts, omissions or breaches or breach of any provision of this Agreement or the Partner Agreement Form or lawsuit or complaint by a User in connection with the Services.

    Go back to the table of content
  8. disclaimer

    With the exception of indemnification in the event of a breach of the Partner Agreement Form, in no event shall any party be liable to the other party or any party for special, incidental, exemplary, punitive, or consequential damages of any kind, regardless of the form of the action, whether based on a contractual obligation, tort, negligence, strict liability for good or otherwise.

    Rinse's sole and complete liability to the Partner for any claim resulting from the Partner Agreement Form is limited to the amount of the fees paid under the Partner Agreement Form.

    Neither Rinse nor its officers, executives, employees, representatives, subsidiaries, affiliates, distributors, (distribution) Partners, sub-licensees, agents or other persons involved in the creation, sponsorship, promotion or Application and its contents, cannot be held responsible for

    1. Any punitive, special, indirect or consequential losses or damages, loss of production, loss of profit, loss of income, loss of business opportunity, loss or damage to the mark or reputation, or loss of the right to compensation;
    2. Any inaccuracies related to the (descriptive) information provided by the Partner (including prices, restrictions and cancellation policy) regarding the Services;
    3. Any Service provided or product proposed by the Partner to the User;
    4. Any damage, loss and/or cost suffered, incurred or paid by the Partner, attributable to, arising out of or related to the use of the Application, the impossibility of its use or its slowing of operation; or
    5. Any bodily injury, death, damage to property or other damages, losses or costs (direct, indirect, special, consequential or punitive) suffered, suffered or paid by the Partner, whether due to (legal) acts, errors, breaches, negligence (serious), wilful misconduct, omissions, breach of contract (wholly or partly) to the Partner and/or the users.

    The Partner agrees to indemnify and take up the defense of Rinse, its officers, directors, employees and agents against any liability for any damages, claims or prosecution linked specifically to the aforementioned cases.

    Go back to the table of content
  9. Independence of the Parties

    The parties are independent contractors. These Terms and Conditions and the Partner Agreement Form may not be construed to create between the parties a joint venture, partnership, franchise or agency relationship between the parties.

    None of the parties has the power, without the prior written approval of the other party, to bind the other party in any way.

    Go back to the table of content
  10. Privacy

    The Partner acknowledges that during the term of the Partner Agreement Form, it may have access to certain information, information, data or documents unknown to the public or from the competition or protected by professional secrecy and which are of a nature directly or indirectly with the Services that the Partner will perform within the framework of the implementation of the Partner Agreement Form and which constitute the property of Rinse and/or the Users, including information of a nature personal data belonging to Rinse and/or Users and information related to Rinse's operations and/or its customers, financial management, services provided, trade agreements, technology, processes equipment, customers, suppliers or human resources, all such information being referred to individually or collectively as "Information".

    The Partner undertakes to treat the Information confidentially, to take all necessary precautions to ensure the protection and confidentiality of the Information and to make no use of the Information other than the required use in the performance of the Partner Agreement Form.

    The Partner undertakes not to disclose, reproduce, transmit or use the Information or any of the details regarding Rinse and/or the users for interests other than those of Rinse and/or users, in particular, for its benefit or benefit of any other natural or legal person, company, State agency or form of entity or grouping with or without legal personality.

    The Partner undertakes at all times not to disclose the information protected by the professional secrecy of which he has been aware through this Agreement.

    Go back to the table of content
  11. Intellectual Property

    Rinse remains the owner of all User data transmitted to the Partner and/or generated as part of or in connection with the Partner Agreement Form.

    Rinse may grant to the Partner, for the duration of this Agreement, a non-exclusive worldwide license and the right to use all User data that Rinse may obtain through:

    1. the creation of an account by the users;
    2. Users' access to the Application;
    3. the provision and support of the Application; And
    4. access to third party data regarding the use by Users of the Application and/or third party services or third party content (including analytical data and any single account identifier) for the purposes of:
      1. provide support services or other services to users;
      2. improvement of services, Application and support services;
      3. perform analysis on the Application and use by users of the services and the Application; And
      4. monitor performance and usage of the services and Application.

    The data includes:

    1. Information received by users when registering an account with Rinse
    2. Information created when users use the Application, such as geographic location, time, usage, devices used;

    As such, any personal data that has been obtained, prepared, created, written or recorded in connection with the services rendered by: (a) the Partner; b) Rinse; or (c) Partner and Rinse together, are the exclusive intellectual property of Rinse.

    At the end of the term of the Partner Agreement Form or on the date of its termination, the Partner shall deliver to Rinse all data and other property provided to it by Rinse, as well as anything it has produced, designed or developed as part of the execution of thePartner Agreement Form, of which he or she will be in possession or control.

    Go back to the table of content
  12. Entire Contract

    These Terms and Conditions, the Partner Agreement Form and any other contract, agreement and annex to which it refers constitutes the final, complete and exclusive expression of the terms of the Partner Agreement Form between the parties with respect to the subject matter of Services contract. In the event of a discrepancy between the Partner Agreement Form and these Terms and Conditions, the Terms and Conditions shall prevail.

    Go back to the table of content
  13. Notification

    Any notification required or relating to the Partner Agreement Form and the Terms and Conditions shall be in writing and shall be delivered personally to the party concerned or sent by registered mail to the above specified address, with prepaid postage, and request acknowledgement of receipt.

    In addition, each party agrees that any notice to be submitted in writing may be sent electronically by e-mail to the addresses mentioned in the Partner Agreement Form.

    Go back to the table of content
  14. Validity of the Provisions

    If a provision of the Partner Agreement Form or the Terms and Conditions is found to be invalid by a Court of competent jurisdiction, such invalidity shall not affect the enforceability of the other provisions contained in those contracts, and the portions remaining of these will remain in full force and effect. If a party fails to exercise its rights under the Partner Agreement Form or the Terms and Conditions, this may not be considered a waiver or forfeiture of such rights or any other right provided for above.

    These Terms and Conditions must be read in conjunction with the Privacy Policy that governs the use of the site and the Application. The Partner agrees to be bound by the Privacy Policy which is an integral part of these Terms and Conditions.

    Go back to the table of content
  15. Applicable Law

    Any dispute relating to the validity, lapse, nullity, interpretation, execution, breach, continuance, interruption, termination or resolution of this Agreement shall be subject exclusively to the Application of Quebec law, and any dispute shall be heard before the courts of the jurisdiction of Montreal.

    Go back to the table of content