Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “you”) and Vayla Inc. (“Vayla”, “we”, “us”, or “our”), a corporation incorporated under the laws of the Province of Québec, governing your access to and use of the Vayla website, mobile application, and related services (collectively, the “Platform”).

BY CREATING AN ACCOUNT, SUBSCRIBING, OR USING THE PLATFORM, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

If you do not agree, you must not access or use the Platform.

1. Nature of the Platform

1.1 Vayla operates a subscription-based digital platform that provides Users with access to promotional offers made available by independent third-party merchants (“Merchants”).

1.2 Vayla:

• Is not a restaurant, retailer, or service provider
• Does not sell, prepare, manufacture, or deliver goods
• Does not employ or control Merchants
• Does not set Merchant pricing
• Does not guarantee availability of Merchant services

1.3 Any transaction for goods or services is solely between the User and the Merchant.

Vayla acts exclusively as a technology and promotional intermediary.

2. Eligibility

2.1 You must be at least eighteen (18) years of age and legally capable of entering into binding agreements under applicable law.

2.2 By creating an account, you represent and warrant that you meet this age requirement.

2.3 Vayla reserves the right to implement age-verification mechanisms at any time, including:

• Date-of-birth confirmation
• Identity verification procedures
• Government-issued identification requests

2.4 Accounts found to belong to individuals under 18 will be terminated without refund.

3. Account Registration & Security

3.1 Accounts are personal, non-transferable, and limited to one account per individual.

3.2 You are responsible for maintaining confidentiality of your login credentials.

3.3 You are responsible for all activity conducted through your account.

3.4 Sharing accounts, QR codes, redemption credentials, or screenshots of active offers is strictly prohibited.

3.5 Vayla may suspend or terminate accounts suspected of fraud, misuse, or security compromise.

4. Subscription & Billing

4.1 Access to the Platform requires payment of a recurring subscription fee of $4.99 CAD per month, plus applicable taxes.

4.2 Subscriptions automatically renew at the end of each billing cycle unless cancelled prior to renewal.

4.3 Users may cancel at any time through their account settings. Cancellation takes effect at the end of the current billing period.

4.4 Except where required by Québec's Consumer Protection Act, subscription fees are non-refundable.

4.5 Improper chargebacks or payment disputes may result in immediate suspension and recovery of administrative costs.

5. Offers & Redemptions

5.1 Offers are:

• Limited-time
• Subject to Merchant participation
• Subject to specific conditions displayed within the Platform
• Not guaranteed

5.2 Vayla does not guarantee:

• Availability of specific offers
• Merchant acceptance
• Savings amount
• Quality or performance of goods or services

5.3 Offers may be modified, suspended, or discontinued at any time without notice.

5.4 Fraudulent redemptions, duplication attempts, technical manipulation, or circumvention of limits will result in termination and possible legal action.

6. No Guarantee of Savings

Subscription to Vayla does not guarantee any minimum savings or financial benefit.

Access to the Platform provides eligibility to redeem offers but does not guarantee that offers will be available at any specific time or location.

7. Merchant Disclaimer

7.1 Merchants are independent third parties.

7.2 Vayla is not responsible for:

• Food safety
• Allergic reactions
• Personal injury
• Service delays
• Merchant refusal to honor offers
• Accuracy of Merchant descriptions
• Quality or suitability of goods or services

7.3 Any dispute regarding goods or services must be resolved directly with the Merchant.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

8.1 Vayla shall not be liable for:

• Indirect damages
• Consequential damages
• Incidental damages
• Loss of profits
• Loss of data
• Personal injury
• Emotional distress
• Business interruption

8.2 Vayla's total cumulative liability shall not exceed the greater of:

• The subscription fees paid by the User in the preceding three (3) months; OR
• $50 CAD.

Nothing in this section excludes liability where prohibited by law.

9. Platform Provided “As Is”

The Platform is provided on an “as is” and “as available” basis without warranties of any kind.

Vayla disclaims all express and implied warranties, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Continuous availability
• Error-free operation

10. Prohibited Conduct

Users may not:

• Engage in fraudulent activity
• Resell subscription access
• Use bots or automation
• Attempt to hack or disrupt the Platform
• Harass or threaten Merchants
• Submit false claims

Violations may result in suspension, termination, and legal action.

11. Indemnification

You agree to indemnify and hold harmless Vayla, its officers, directors, shareholders, employees, and affiliates from any claims, losses, damages, liabilities, costs, or legal fees arising from:

• Your misuse of the Platform
• Your violation of these Terms
• Any dispute between you and a Merchant

12. Privacy & Data Protection

12.1 Vayla collects and processes personal information in accordance with its Privacy Policy, available at: www.vayla.ca/privacy

12.2 Vayla complies with Québec's Act respecting the protection of personal information in the private sector (Law 25) and applicable Canadian privacy legislation.

12.3 Users may request access, correction, or deletion of personal information by contacting: [email protected]

12.4 Certain information may be retained where required by law, fraud prevention obligations, or accounting requirements.

13. Accessibility

Vayla is committed to providing accessible digital services.

Users requiring accommodation due to disability may contact: [email protected]

Vayla will make reasonable efforts to provide accessible alternatives consistent with applicable Canadian accessibility legislation.

14. Account Deletion

Users may request permanent deletion of their account by:

• Using available in-app deletion functionality; OR
• Contacting [email protected]

Deletion requests will be processed within a reasonable timeframe, subject to legal retention obligations.

15. Dispute Resolution

15.1 The parties agree to attempt informal resolution of any dispute for thirty (30) days prior to initiating legal proceedings.

15.2 Where permitted by applicable law, disputes may be resolved by binding arbitration in Montréal, Québec.

15.3 Nothing in this section limits rights under Québec's Consumer Protection Act.

16. Force Majeure

Vayla shall not be liable for delays or failures caused by events beyond reasonable control, including government restrictions, public health emergencies, natural disasters, technical failures, or Merchant insolvency.

17. Intellectual Property

All intellectual property associated with Vayla, including trademarks, software, design, branding, and databases, is owned exclusively by Vayla Inc.

Unauthorized reproduction, scraping, reverse engineering, or commercial exploitation is prohibited.

18. Governing Law

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein.

Any legal proceedings shall be brought before the courts of Montréal, Québec.

19. Severability

If any provision of these Terms is held invalid, the remaining provisions remain in full force and effect.