BTRFLY Inc.

Website Terms of Use

Introduction

The following terms and conditions (the “Terms of Use”) are the Terms of Use for our website: www.Btrfly.net (the “Site”) made available by Btrfly Inc. (“Btrfly”, “we”, “us” or “our”).

The contents of the Site include, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork, graphics contained therein or otherwise made available to you in connection therewith (collectively the “Content”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term “Site” includes all of the Content.

Accepting the Terms of Use and Additional Terms

The Terms of Use describe the terms and conditions applicable to your access and use of the Site. By browsing, accessing and/or using the Site or any Content in any manner, you acknowledge that you have read and accept and agree to be bound by these Terms of Use. Before continuing to use the Site, please read these Terms of Use and contact us if you have any questions. These Terms of Use constitute a legally binding agreement between you and Btrfly regarding your use of and access to the Site.

Btrfly reserves the right to amend, modify and supplement these Terms of Use from time to time as it sees fit with additional terms and conditions that govern certain information, content, products and services made available to you via the Site (“Additional Terms”). By accessing and using the Site, you accept and agree to comply with and be bound by such Additional Terms. Please review these Terms of Use from time to time to ensure that you are aware of and understand any Additional Terms. Changes to this Agreement will not be applied retroactively.

The Additional Terms, the Privacy Policy and the Copyright Notice (http://btrfly.net/privacy.html) are hereby incorporated by reference into these Terms of Use and form part of the legally binding agreement between you and us. To the extent that there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms shall govern. These Terms of Use will remain in full force and effect as long as you are a user of the Site and, in the event of termination of any product, service or feature, you will still be bound by your obligations under these Terms of Use, the Privacy Statement, the Copyright Statement and any Additional Terms.

Provision of the Site by Btrfly

You acknowledge and agree that the form and nature of the Site may change from time to time without prior notice to you.

You acknowledge and agree that Btrfly may stop (permanently or temporarily) providing the Site (or any features within the Site) to you or to users generally, at Btrfly’s sole discretion, without prior notice to you. You may stop using the Site at any time. You do not need to inform Btrfly when you stop using the Site or any of its features.

Btrfly makes no claims that the Content of the Site may be downloaded outside of Canada and the United States. If you access the Site from outside of the Canada and/or the United States, you do so at your own risk and are responsible for compliance with the laws of the country or other territory in which you are located.

Use of the Site by You

You may use the Site and the Contents solely for your non-commercial and limited personal use and for no other purposes. So long as you agree and comply with the Terms of Use, and unless this Agreement is otherwise terminated by Btrfly, Btrfly invites you to view and/or print a single copy of the Site and the Contents.

You agree that you will not remove or modify any acknowledgements, credits or legal notices contained on the Site or in the Content. Special terms may apply to some services offered on the Site and may be posted in connection with the applicable service, feature or activity. Any such terms are in addition to these Terms of Service and, in the event of a conflict, any such terms shall prevail.

You agree not to access the Site by any means other than through a standard web browser on a computer or mobile device. You further agree that you will not damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of it.

Your use of the Site is subject to all applicable local, provincial, state and federal laws and regulations.

You agree that you are solely responsible for (and that Btrfly has no responsibility to you or to any third party for) any breach of your obligations under these Terms of Use and for the consequences (including any loss or damage which Btrfly may suffer) of any such breach.

Links to Third-Party Sites

Use of certain links on the Site will direct you away from the Site to third party websites. Such third party websites are not under the control of Btrfly, and Btrfly is not responsible for the contents of any such website or any link contained in such website. The third party links included on the Site are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by Btrfly of any such website or the products or services offered therein. If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk. You acknowledge and agree that Btrfly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party websites.

Privacy and Personal Information

IP Address. Btrfly servers collect information specific to how you use the Internet. Btrfly servers note details such as the server you are logged onto and your IP address. We collect your IP (Internet Protocol) address to help diagnose problems with our server, and to administer our Site. An IP address is a number that is assigned to your computer when you use the Internet. This information does not contain any personally identifiable information about you. Your IP address is also used to help identify you during a particular session and to gather broad demographic data. This information is obtained solely for the purpose of maintaining the Site's integrity and improving our service.

Cookies. “Cookies” are pieces of information that are placed on an individual's computer hard drive to enable the individual to more easily communicate and interact with the Site. Currently we do not use cookies however Btrfly reserves the rights to introduce the usage of cookies to customize your experience on the Site. In the future we may use cookies to record how many times a user has visited our Site and what pages the user has accessed. You may, however, disallow receiving cookies at any time through your web browser. It is not our intention to use cookies to retrieve information that is unrelated to our Site or your interaction with our Site.

Site Usage. Btrfly and its affiliates use information collected on and through the Site to comply with the purpose for which such information was collected and other purposes, as disclosed at the time such information is provided, or as described herein or in the Privacy Policy. For example, the information collected on and through the Site may be used to send you information about our and our affiliates' products and services and updates to our Site. In certain instances you will have an opportunity to limit this use at time the information is collected. We may use the information we gather along with information obtained from other sources, including third parties.

We may use the information collected on and through the Site to improve our Site and to send you information that may be of interest to you. We may share this information with others, such as advertisers interested in advertising on the Site. This information may also be used to evaluate what portions of the Site are more popular than others, determine where visitors came from, and where they go, and how long visitors stay on a particular page, or the Site in general.

Surveys. Btrfly may ask you for more personal information from time to time in a survey format. This information is specifically used to ensure that the Site is up-to-date and relevant, and that the products and services provided to you in advertising format are relevant and of interest to you. Any information used as demographics will not reveal the source, and will be kept secure. This further information provided by you is on an optional basis.

Privacy Policy. By agreeing to the Terms of Use, you acknowledge that Btrfly may collect, use and disclose your information as described in our Privacy Policy. This policy explains how Btrfly treats your personal information, and protects your privacy, when you use the Site.

Ownership of Intellectual Property Rights

The Site together with all trade-marks and other intellectual property displayed, distributed, or otherwise made available via the Site, is the exclusive property of Btrfly, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with Btrfly, nothing in these Terms of Use gives you a right to use any of the Content, Btrfly’s trade-marks or other intellectual property of Btrfly. You may not assign or transfer any of the Content and you may not grant a license to use or access the Site to any party.

No information or statement contained in these Terms of Use or the Site shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trade-mark, or other intellectual property right of Btrfly or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Site, including notices on any of the Content that you are permitted to download, transmit, display, print, or reproduce from the Site.

You may not allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Content without the express prior written consent of Btrfly or its owner if Btrfly is not the owner.

Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.

You may not create a link to the Site without Btrfly’s prior permission. We may, however, if requested, grant a limited, nonexclusive right to create a link to the Site provided that such link is to the entry page of the Site and does not portray Btrfly or any of its activities or services in a false, misleading, derogatory, or otherwise negative manner.

The limited rights granted to you under these Terms of Use may be revoked by Btrfly at any time for any reason whatsoever.

Third-Party Information

Any third-party content, data or publications made available through the Site are furnished by Btrfly on an as-is basis for your convenience and information. For example, we may include blogs within the Site on which the opinions of users or other persons may be expressed relating to travelling and the travel and leisure industry. Any opinions, advice, statements, services, offers, or other information made available by third parties, including program hosts, information providers, or any user of the Site, are those of the respective author(s) or publisher(s) and not of Btrfly. Btrfly DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE AND YOU ACKNOWLEDGE AND AGREE THAT BTRFLY IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGES THAT MAY BE CAUSED AS THE RESULT OF MATERIALS EXPRESSED IN SUCH PUBLICATIONS, INCLUDING ANY BLOGS.

No Warranty

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE SITE AND THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Btrfly FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL CODE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Btrfly OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

Limitation of Liability

SUBJECT TO SECTION 9 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT Btrfly, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE SITE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

THE LIMITATIONS ON Btrfly’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT Btrfly HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification

You agree to indemnify, defend, and hold harmless Btrfly and its successors and assigns, and any of their respective officers, directors, employees, members, agents, representatives, licensors, advertisers, and suppliers from any liability, loss, claim, and expense (including reasonable legal fees) related to (a) your violation of these Terms of Use, and (b) your use of the Site.

We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement, or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as we may request.

General

These Terms of Use, together with any Additional Terms, the Privacy Policy and the Copyright Notice constitute the entire agreement between you and Btrfly relating to your use and our provision of the Site.

You agree that Btrfly may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Site.

You agree that if Btrfly does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which Btrfly has the benefit of under any applicable law), this will not be taken to be a formal waiver of Btrfly’s rights and that those rights or remedies will still be available to Btrfly.

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

The laws of the Province of Ontario and the federal laws applicable therein shall govern these Terms of Use in all respects, without giving effect to conflicts of laws principles. YOU AGREE THAT NO CLAIM ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE WEBSITE MAY BE BROUGHT AS A CLASS ACTION.

Any cause of action or claim you may have with respect to the Terms of Use or the Site must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred.

No e-mail address found on the Site may be harvested or otherwise used for purposes of solicitation.

Contacting Btrfly

To contact, or to request the consent of, Btrfly for any of the actions for which such consent is required under these Terms of Use, please send an e-mail to legal@btrfly.net . Btrfly reserves the right to refuse any such requests in its sole discretion.