Terms of service.

THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT" OR "TERMS") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU", "YOUR", OR "CUSTOMER") AND Primrose Bagel Company Ltd. ("WE", "Primrose Bagel Co.", THE "COMPANY", OR "Primrose Bagel Company Ltd."), THE OWNER AND OPERATOR OF THE WWW.primrosebagel.COM WEBSITE AND THE RELATED Primrose Bagel Company Ltd. MOBILE APPLICATIONS. THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND APPLICATION OF ALL SERVICES, FEATURES, GIFT CARDS, CREDITS AND RESOURCES AVAILABLE OR ENABLED VIA THE SITE AND/OR APPLICATIONS (COLLECTIVELY, WITH THE SITE AND APPLICATIONS, THE "SERVICES"), AND YOUR PURCHASE OF THE SubscriptionS AND PRODUCTS SOLD THROUGH OUR SERVICES. BY ACCESSING AND USING ANY OF THE SERVICES, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH, THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SERVICES OR PURCHASE PRODUCTS FROM OR SubscriptionS TO, Primrose Bagel Company Ltd.. By signing up for a Subscription (as defined below), you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old, that you are using the Site with the consent of your parent or legal guardian and that you have received your parent's or legal guardian's permission to enter into this Agreement. If you are a parent or legal guardian who is registering for a child, you hereby agree to bind your child to this Agreement and to fully indemnify, release and hold harmless Primrose Bagel Company Ltd. if your child breaches or disaffirms any term or condition of this Agreement.

PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN US ARE RESOLVED, WHICH INCLUDE A JURY TRIAL WAIVER AND A CLASS ACTION WAIVER.

1 CHANGES TO SERVICES; PERSONAL INFORMATION/PRIVACY

1.1 Changes to the Services

Primrose Bagel Company Ltd. may add to, change or remove any part of the Site, including, without limitation, any Content (as defined below) therein, at any time without prior notice to you.

1.2 Personal Information

Customers agree to provide accurate, current, and complete information as required for the purchase of the Products and Subscriptions (both as defined below in Section 3.1). Primrose Bagel Company Ltd. reserves the right to block further sales to Customers who provide false, inaccurate or incomplete data. Customer acknowledges that Primrose Bagel Company Ltd. uses a third party payment processing service to process orders and bill fees to your credit card.

1.3 Privacy

By using any Services and/or purchasing a Subscription you consent to the collection, transfer, manipulation, storage, disclosure and other uses of your information as described in detail in our Privacy Policy (available for your review at http://www.primrosebagel.com/privacy-policy). Irrespective of which country you reside in or supply information from, you authorize Primrose Bagel Company Ltd. to use your information in the Canada and any other country where Primrose Bagel Company Ltd. operates as described herein. Accordingly, please be sure to read our Privacy Policy before using the Services or submitting information to us. If you have any questions regarding our privacy practices, please email us at: sales@primrosebagel.com

2 PASSWORDS; USER LICENSE; CHAT SESSIONS

2.1 Passwords

You may log in to the Site and Applications by using your login credentials for an existing account on various third party websites, which may change from time to time, including, without limitation, Twitter, Facebook and LinkedIn ("Third Party Site Login Credentials") and, if applicable, configure your privacy settings in your third party website account to permit your activities on this Site to be shared with your contacts in your third party Site account (as further detailed in our Privacy Policy, at http://www.primrosebagel.com/privacy-policy). Notwithstanding the foregoing, you agree that your use of any third party website through which you log in to our Site and Applications using your Third Party Site Login Credentials is governed by the terms and conditions of such third party website's terms of use and privacy policy, including, without limitation, such third party website's password and account security policies and user-generated content posting and acceptable use policies.

You are responsible for maintaining the confidentiality of your passwords, and you are responsible for all activities that occur using your passwords or accounts. You agree not to share your passwords, let anyone else access your passwords or do anything else that might jeopardize the security of your passwords. You agree to notify Primrose Bagel Company Ltd. if there is any unauthorized use of your password or if you know of any other breach of security in relation to the Services.

2.2 User License

Subject to your compliance with this Agreement, Primrose Bagel Company Ltd. hereby grants you a limited, personal, revocable, non-transferable, non-sub-licensable, and non-exclusive license to access the Services and use the content, information, text, images, graphics, interfaces, audio and video clips and any other materials displayed through the Services (collectively, the "Content"), solely for your personal, non-commercial use. You may not copy, modify, reproduce, publicly display or perform, distribute, or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of this Agreement, your authorization to use the Services and Content automatically terminates without notice to you.

You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Services or Content or otherwise attempt to gain unauthorized access to any portion of the Services or Content or any other systems or networks connected to the Site, or to any server of Primrose Bagel Company Ltd. or its third party service providers, by hacking, password "mining", or any other illegal means; (b) use any "deep-link", "page-scrape", "robot", "spider", or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Services or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Services or with any other person's use of the Services; (d) track or seek to trace any information on any other person who visits the Site or Applications, or uses our Services; (e) use the Services or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Site, Applications, Services, or Content.

2.3 Chat Sessions

Primrose Bagel Company Ltd. offers to its Members the ability to enter into an instant messaging session ("Chat Sessions") with a Primrose Bagel Company Ltd.Member Services Agent. In order to maintain a high standard of service and provide a safe environment for its MSAs, Primrose Bagel Company Ltd.reserves the right to refuse, discontinue, and/or block you from Chat Sessions for acts we consider to be inappropriate, such as unreasonable demands, misrepresentations, personally threatening or offensive language, and/or erratic behavior or acts that violate the Terms of Service. If you do not agree to the Terms of Service, including these provisions relating to the Chat Sessions, please do not use the Chat Session service. Due to account security restrictions MSAs are not able and will not fulfill certain types of requests. If your request requires making a payment OR canceling your service, please log onto your account or email Member Services at sales@primrosebagel.com to complete such transactions. MSAs may request your account login user name, email address, or other personally identifiable information in order ensure the identity and security of the chat. MSAs are NOT supposed to ask you for your password or credit card or debit card information to confirm your account. If a MSA asks for your password or payment information, please immediately discontinue the Chat session and email Primrose Bagel Company Ltd.at: sales@primrosebagel.com

3 TERMS OF SALE

3.1 - Sales of Products and Subscriptions to End Users Only

Primrose Bagel Company Ltd. sells Toronto style Bagels to end-user customers who purchase monthly Subscriptions to receive the Products only for their own personal, non-commercial use. You may not purchase Products or Subscriptions for further distribution or resale or for any other commercial or business purpose. The Subscription and all rights and privileges conferred are personal and non-transferable.

3.2 - Pricing

Pricing for Products and Subscriptions (including any applicable shipping and handling fees) can be found on Primrose Bagel Company Ltd.'s then-current pricing page located on the Site at: http://www.primrosebagel.com/pricing. The price that we will charge you for the Products and Subscriptions will be the price as posted on the Site on the date you first sign-up for a Subscription to the Site. Primrose Bagel Company Ltd. reserves the right to change prices for Products and Subscriptions at any time, and does not provide price protection or refunds in the event of promotions or price decreases.

3.3 Refund/Cancellation Policy

If you are dissatisfied with one of our Products for any reason, Primrose Bagel Company Ltd. will refund the amount paid for your most recent month of service. Refund requests must be made directly to Primrose Bagel Company Ltd.at sales@primrosebagel.com. All refund requests must be made within thirty (30) days of the date of shipment by Primrose Bagel Company Ltd.. Primrose Bagel Company Ltd.is not liable for Products that are damaged or lost in transit to Primrose Bagel Company Ltd.. Promptly following Primrose Bagel Company Ltd.'s receipt of your request (typically within five (5) business days), Primrose Bagel Company Ltd.will credit the amount paid for the returned Product (less any shipping and handling costs/fees related to the original purchase, which are non-refundable) to the credit card you used to make the original purchase. Notwithstanding the foregoing, Primrose Bagel Company Ltd. does not control when a specific credit card company processes a chargeback transaction. You are responsible for contacting your credit card company if you have questions about the status of the chargeback.

Primrose Bagel Company Ltd. will not provide a refund for a request that is received by Primrose Bagel Company Ltd. more than thirty (30) days after the date of original shipment. Primrose Bagel Company Ltd. also does not provide a refund for returned Products that are damaged due to misuse, lack of care, mishandling, accident, abuse or other abnormal use.

3.4 Payment Methods; Automatic Weekly Subscription Renewals and Subscription Cancellation Policy

Primrose Bagel Company Ltd. accepts credit card payments only. You agree to pay all fees charged to your account based on Primrose Bagel Company Ltd.'s fees, charges, and billing terms in effect as shown on the payment page when you first sign-up for a Subscription. You are also responsible for paying any sales and use taxes and shipping and handling fees that may apply to your purchase of Products or Subscriptions based on the address that you provide as the shipping address when you register for a Subscription, and you authorize Primrose Bagel Company Ltd. or the third party payment processing service provider that we engage to charge your credit card for any such taxes and fees. All payments shall be made by credit card in advance prior to shipping the Products. If you do not pay on time or if your credit card cannot be charged for any reason, Primrose Bagel Company Ltd. reserves the right to either suspend or terminate your account and Subscription and terminate these Terms of Service. All sales and payments will be in CANADIAN dollars.

Primrose Bagel Company Ltd.and Primrose Bagel Company Ltd.'s third party payment service provider may receive updated credit card information from your credit card issuer. The disbursement of the updated credit card information is provided to Primrose Bagel Company Ltd. and Primrose Bagel Company Ltd.'s third party payment service provider at the election of your credit card issuer. Neither Primrose Bagel Company Ltd. nor Primrose Bagel Company Ltd.'s third party payment service provider is responsible for the distribution of your credit card information. It is at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt out of the update service. It is your responsibility to contact your credit card issuer with regards to your right to opt out of the update service.

IMPORTANT NOTICE TO CONSUMER:

WEEKLY SUBSCRIPTION RENEWAL FEES WILL BE AUTOMATICALLY CHARGED TO YOUR CARD ON FILE EACH WEEK Primrose Bagel Company Ltd. will automatically renew your Subscription on each weekly anniversary date of the Subscription and, as authorized by you by checking the box demonstrating your consent for automatic monthly renewal of your Subscription during the sign-up process, we will charge your credit card with the applicable Subscription fee and any shipping and handling costs and sales or similar taxes that may be imposed on your Subscription fee payments. Each Subscription renewal period is for one or two weeks.

Subscription CANCELLATION. You may cancel your Subscription at any time by logging on to your account within primrosebagel.com. To cancel a Subscription, please log in to your account on the Site and select the "Subscription options" link at the bottom of the page, then follow instructions towards cancellation. All cancellation requests must be received by the first day of the month. Cancellation requests received after the first of the month shall take effect the following month. If you have any problems, please email sales@primrosebagel.com. Primrose Bagel Company Ltd. requires a reasonable amount of time to process your Subscription cancellation request. If you cancel your Subscription, you will enjoy your Subscription benefits until the end of the then-current Subscription term, and your Subscription benefits will expire at the end of the then-current Subscription term for which you have paid. You will not be eligible for a prorated refund of any portion of the Subscription fees paid for any unused days of the then-current Subscription term.

3.5 Delivery and Product Acceptance

The delivery date will be determined according to whichever date is closer to the date of the Customer's first purchase date. Delivery dates are non-negotiable. All deliveries are shipped via private carrier employed by Primrose Bagel Co. The risk of loss and title for all Products purchased via the Site pass to the Customer upon delivery of the item to the carrier.

4 USE OF MOBILE APPLICATIONS, SITE, AND OTHER SERVICES

4.1 Primrose Bagel Co. iOS and Android Mobile Application Terms:

The Terms of this Section 4 shall apply to the Users utilization of either the Primrose Bagel Co. iOS Application or Primrose Bagel Co. Android Application. The consideration of which terms apply is contingent on the Mobile Application downloaded and utilized by the User at the time of access to Primrose Bagel Co. Sites and Services. By way of example, if the User accesses the Primrose Bagel Co. Services on an Android device the Android terms shall apply and if the User accesses the Primrose Bagel Co. Services on an Apple device the iOS terms shall apply. For purposes of this section and to the extent applicable in this Agreement, together the iOS Application and Android Application shall be known as Applications.

4.2 Incorporation of Related Apple Terms:

These Terms incorporate and supplement the Apple, Inc. ("Apple") Terms and Conditions (available athttp://www.apple.com/legal/itunes/us/terms.html#service), including without limitation the Licensed Application End User Agreement therein ("Apple Terms"). In addition, these Terms also incorporate and supplement other terms, conditions, and policies of Primrose Bagel Co. posted at http://www.primrosebagel.com, including without limitation the following related terms, conditions, and other policies, the location and terms of which may be changed from time-to-time, Primrose Bagel Company Ltd. Privacy Policy;

Should any provisions in the terms, conditions, or other policies listed above conflict with these Terms, these Terms will control, solely to the extent such provisions apply to the Application.

i. 4.2-1 End-User License for Apple Application: Subject to these Terms, Primrose Bagel Co. grants the User a personal, non-exclusive, non-transferable, limited and revocable license to use the Applications for personal use only on an Apple iPhone, iPad, or iPod Touch ("iOS Device") owned or controlled by User as permitted by the Usage Rules contained in the Apple Terms and in accordance with these Terms ("User License"). Any use of the iOS Device in any other manner, including, without limitation, resale, transfer, modification or distribution of the iOS Application or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the iOS Application is prohibited. This Agreement and User License also governs any updates to, or supplements or replacements for, the iOS Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.

4.3 Incorporation of Related Android Terms:

These Terms incorporate and supplement the Google, Inc. Android ("Android") Market Terms of Service (available athttp://www.google.com/mobile/adroid/market-tos) and the Google Play Developer Distribution Agreement (available athttps://play.google.com/about/developer-distribution-agreement.html#showlanguages), ("Android Terms"). In addition, these Terms also incorporate and supplement other terms, conditions, and policies of Primrose Bagel Co. posted at http://www.primrosebagel.com, including without limitation the following related terms, conditions, and other policies, the location and terms of which may be changed from time-to-time, Primrose Bagel Company Ltd. Privacy Policy; Should any provisions in the terms, conditions, or other policies listed above conflict with these Terms, these Terms will control, solely to the extent such provisions apply to the Application.

i. 4.3-1 End-User License for Android Application: Subject to these Terms, Primrose Bagel Co. grants the User a personal, non-exclusive, non-transferable, limited and revocable license to use the Applications for personal use only on an Android Device owned or controlled by User as permitted by the Usage Rules contained in the Android Terms and in accordance with these Terms ("User License"). Any use of the Android Application in any other manner, including, without limitation, resale, transfer, modification or distribution of the Android Application or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the Android Application is prohibited. This Agreement and User License also governs any updates to, or supplements or replacements for, the Android Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.

4.4 User Information:

Services and features, such as Primrose Bagel Company Ltd. Credits, mobile gifting, feedback, account management, and interaction with social media sites, may use, maintain, or transmit User's personal information, including, without limitation, user names, passwords, proper names, email address, address, location, financial information (including credit card information), Primrose Bagel Company Ltd. Credits information, GPS location information, and information for and from third-party social-media accounts (collectively "User Information"). By acknowledging and agreeing to this Agreement, or by using the Applications, Site, or other Services, User consents to the transmission of User Information to Primrose Bagel Co., including its agents and third-party partners, and consents to Primrose Bagel Co., including its agents and third-party partners, receiving, collecting, storing, processing, transmitting, and using User Information for Application functionality and for the purposes disclosed in one or more of the Primrose Bagel Co. Privacy Policies identified in this Agreement.

Users are solely responsible for taking precautionary steps to protect User Information stored on the respective Applications, including without limitation password-protecting the respective Applications and employing Apple's or Android's remote-wipe feature.

Unless attributable to Primrose Bagel Co.'s negligence or misconduct, users are also responsible for all payments and losses resulting from transactions and activities undertaken using Virtual Primrose Bagel Company Ltd. Credits registered in their names and agree to immediately notify Primrose Bagel Co. of any suspected unauthorized transactions associated with the Services or any other breach of security.

4.5 Prohibited Uses:

Users are prohibited from using the Applications, Site, or Services in any way that:

i. Harasses, abuses, stalks, threatens, defames any person, or otherwise infringes or violates the rights of any person (including but not limited to rights of publicity or other proprietary rights);

ii. is unlawful, fraudulent, or deceptive;

iii. Uses technology or other means to access unauthorized content or non-public spaces;

iv. Uses or launches any automated system or process, including without limitation, "bots," "spiders," or "crawlers," to access unauthorized content or non-public data;

v. Attempts to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

vi. Attempts to damage, disable, overburden, or impair Primrose Bagel Co. servers or networks;

vii. Attempts to gain unauthorized access to a Primrose Bagel Co. computer network;

viii. Attempts to gain unauthorized access to Primrose Bagel Co.' user accounts;

ix. Encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;

x. Violates these Terms in any manner; or

xi. Fails to comply with applicable third-party terms and conditions or other third-party policies (collectively "Acceptable Use").

Primrose Bagel Co. reserves the right, in its sole discretion, to terminate any User License, remove Content, assist law enforcement in the prosecution of criminal liability, or assert a civil or criminal legal action with respect to Content or use of the Applications or other Services, including any Virtual Primrose Bagel Company Ltd. Credits, that Primrose Bagel Co. reasonably believes is or might be in violation of these Terms, but failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms.

4.6 User-Generated Content:

The User may generate content, written or otherwise, while using the Services ("User-Generated Content"). User acknowledges and agrees that User-Generated Content may be used, reproduced, displayed, modified, deleted, added too, adapted, and published by Primrose Bagel Co. (for example, in product marketing campaigns). User grants Primrose Bagel Co. and its successors a worldwide; irrevocable; transferrable; sub licensable; fully-paid and royalty-free; and non-exclusive license to use, reproduce, display, modify, delete from, add to, adapt, publish, and prepare derivative works from the User-Generated Information. User further acknowledges and agrees that the User, and the User alone, is responsible for the development of User-Generated Content.

4.7 Indemnification:

User agrees to indemnify and hold harmless Primrose Bagel Company Ltd., its affiliates, licensors, suppliers, and third-party service providers, and each of their respective directors, officers, employees, contractors, agents, successors, and assigns (collectively, the "Primrose Bagel Company Ltd. Parties") from all claims or causes of action, liabilities, damages, costs, fines, penalties, and expenses (including attorneys' fees) arising from or related to the User's misuse of the Services or Products, violation of these Terms, or violations of any rights of a third party, or any allegation thereof. Primrose Bagel Company Ltd. reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defenses. This provision does not require you to indemnify any Primrose Bagel Company Ltd. Party for any unconscionable commercial practice by such party, or for such party's negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact.

4.8 No Warranties:

THE SITE, APPLICATIONS, OTHER SERVICES AND CONTENT ARE FURNISHED TO YOU "AS IS" AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. Primrose Bagel Company Ltd., ON BEHALF OF ITSELF AND THE OTHER Primrose Bagel Company Ltd. PARTIES: (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE, APPLICATIONS, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE, APPLICATION OR SERVICES WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE, APPLICATIONS, CONTENT, OR SERVICES WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS REGARDING THE USE OF THE SITE, APPLICATION, SERVICES OR CONTENT IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE SITE, APPLICATIONS, SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN DISCRETION AND RISK.

THIS LIMITATION OF WARRANTIES IS A PART OF THE BARGAIN BETWEEN YOU AND Primrose Bagel Company Ltd.. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Primrose Bagel Company Ltd. OR ANY PERSON ON BEHALF OF Primrose Bagel Company Ltd. SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT THE Primrose Bagel Company Ltd. PARTIES' WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

4.9 No Liability:

TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL THE Primrose Bagel Company Ltd. PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ECONOMIC DAMAGES ARISING FROM THE USE OF THE APPLICATIONS, SITE, OTHER SERVICES OR CONTENT, THE INABILITY TO USE THE APPLICATIONS, SITE OR OTHER SERVICES OR CONTENT, OR DEVICE FAILURE OR MALFUNCTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER ECONOMIC DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, OR LOST PROFITS, EVEN IF A Primrose Bagel Company Ltd. PARTY HAS BEEN' ADVISED OF THE POSSIBILITY OF SUCH ECONOMIC DAMAGES, THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.

IF, NOTWITHSTANDING THE FOREGOING, A Primrose Bagel Company Ltd. PARTY IS FOUND TO BE LIABLE FOR ANY ECONOMIC DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE, APPLICATIONS OR OTHER SERVICES, THE RELEVANT Primrose Bagel Company Ltd. PARTY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID Primrose Bagel Company Ltd. FOR THE PRODUCTS OR Subscription, AS APPLICABLE; OR (B) THE SUM OF ONE HUNDRED DOLLARS (CAD $100). THIS LIMITATION EXPRESSLY APPLIES ONLY TO ECONOMIC DAMAGES ARISING FROM THE USE OF THE APPLICATION, SITE, OTHER SERVICES OR CONTENT AND DOES NOT APPLY TO PERSONAL INJURY OR ANY INJURY CAUSED BY ALLEGED FRAUD.

4.10 Intellectual Property:

Primrose Bagel Co., Primrose Bagel Company Ltd.,Primrose Bagel Company Ltd. logo, and other Primrose Bagel Co. trademarks, service marks, graphics and logos used in connection with the Applications and other Services are trademarks or registered trademarks of DD IP Holder LLC or other companies of Primrose Bagel Co. (collectively "Primrose Bagel Co. Marks"). Other trademarks, service marks, graphics and logos used in connection with the Applications and other Services are the trademarks of their respective owners (collectively "Third-Party Marks"). The Primrose Bagel Co. Marks and Third-Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of Primrose Bagel Co. or the applicable trademark holder. The Applications and the Content are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information only as authorized by Primrose Bagel Co. or the owner of the Content.

4.11 Severability:

If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, those terms shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. Failure of Primrose Bagel Co. to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.

4.12 Modification of this Agreement:

Subject to Section 10.1(x) of this Agreement, Primrose Bagel Co. reserves the right to change or modify this Agreement or any other Primrose Bagel Co. terms, conditions, or policies related to use of the Applications or other Services at any time and at its sole discretion by posting revisions on the Site (http://www.the bagelclub.com) or within the Applications. Continued use of the Applications, Site, or other Services following the posting of these changes or modifications will constitute the User's acknowledgement and agreement to such changes or modifications. Only a specific, written waiver signed by an authorized representative of Primrose Bagel Co. shall have any legal effect as a waiver by Primrose Bagel Co. of any Terms of this Agreement.

4.13 Third-Party Beneficiary:

User agrees that Primrose Bagel Co.'s service providers, licensors, or others involved in creating or providing the Applications or other Services are third party beneficiaries to this End-User Agreement and may rely upon the provisions of this End-User Agreement, including but not limited to, the provisions concerning Indemnification, No Warranties, and No Liability.

5 PROPRIETARY RIGHTS

You hereby acknowledge and agree that Primrose Bagel Company Ltd. or its licensors own all legal right, title and interest in and to the Service and Content, including, without limitation, any and all intellectual property and other proprietary rights which subsist in the Services and Content, whether such rights are registered or unregistered, and wherever in the world those rights may exist.

Primrose Bagel Company Ltd. is a trademark of Primrose Bagel Company Ltd. in the Canada. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in this Agreement, all information and screens appearing on the Services, including Content, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Primrose Bagel Company Ltd., Copyright © 2019-2020 Primrose Bagel Company Ltd., Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

6 PRODUCT/IDEA SUBMISSIONS

Primrose Bagel Company Ltd. and its personnel do not accept or consider unsolicited ideas, including, without limitation, ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not submit any unsolicited ideas, original creative artwork, suggestions or other works ("Submissions") in any form to Primrose Bagel Company Ltd. or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when any of Primrose Bagel Company Ltd.'s products, services or marketing strategies might seem similar to ideas submitted to Primrose Bagel Company Ltd.. If, despite our request that you not send us your ideas, you still submit them, then regardless of what your correspondence says, the following terms shall apply to your Submissions. You agree that:

i. Any Submission (including its complete contents) by you to Primrose Bagel Company Ltd. will automatically become the property of Primrose Bagel Company Ltd., without any compensation to you;

ii. Primrose Bagel Company Ltd. may use or redistribute any Submission and its contents for any purpose and in any way, without any compensation to you;

iii. Primrose Bagel Company Ltd. has no obligation to review any Submission; and

iv. Primrose Bagel Company Ltd. has no obligation to keep any Submission confidential, and no confidential relationship may be established by or inferred from any such Submissions to, or the consideration of your Submissions by, Primrose Bagel Company Ltd..

7 THIRD PARTY SITES

7.1 Third Party Web Sites

The Site may provide links to third party Sites that are not owned or controlled by Primrose Bagel Company Ltd., including, without limitation, Facebook, Twitter and LinkedIn ("Third Party Sites"). We provide such links solely as a convenience to you. Primrose Bagel Company Ltd. does not review, approve, endorse, or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, software or other products and services made available through such Third Party Sites, or any results that may be obtained from using them. You should exercise common sense and your own judgment, and if you decide to access any Third Party Sites linked to the Site, you do so entirely at your own risk, and you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on the linked to Third Party Sites which may be different from this Agreement or our Privacy Policy, including, without limitation, such Third Party Sites' password and account security policies and user-generated content posting and acceptable use policies.

8 DISPUTE AND ARBITRATION; CLASS ACTION WAIVER; CHOICE OF LAW

8.1 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section ("Arbitration Agreement") carefully. It is part of your contract with Primrose Bagel Company Ltd. and affects your rights.

Any dispute, controversy or claim arising out of or relating to this contract including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules.

The Parties may wish to consider adding one or all of the following options:

  1. There shall be 1 arbitrators.

  2. The language of the arbitration shall be English.

  3. The Arbitral Tribunal must select its award from one of the final offers made by each of the Parties, in its entirety and without modification. The Arbitral Tribunal need not provide detailed reasons for its award.

  4. An oral hearing need not be held.

  5. There will be no appeal from the decision of the Arbitral Tribunal on questions of fact, law, or mixed fact and law.

8.2 Choice of Law

This Agreement is governed by the Canadian Arbitration Act, applicable federal law, and the laws of the province of Ontario, without regard to its conflicts of laws rules. Foreign laws do not apply. If any provision of the Agreement is invalid under the law of a particular jurisdiction, that provision will not apply in that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.

9 ELECTRONIC COMMUNICATIONS; GENERAL TERMS

9.1 Electronic Communications

Whenever you visit our Site or send emails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by email (if you have provided your email address to us), by posting notices on our Site or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

9.2 General Terms

Primrose Bagel Company Ltd. may issue a warning, temporarily suspend, indefinitely suspend or terminate any Customer's right to use or access all or any part of the Site, Applications, or other Services including any account thereon, without notice, for any reason in Primrose Bagel Company Ltd.'s sole discretion, including without limitation breach of this Agreement, Primrose Bagel Company Ltd.'s belief that such access would violate any applicable law, rule or regulation or would be harmful to the interests of, or potentially cause financial loss or legal liability to Primrose Bagel Company Ltd. or another user of the Services. This Agreement and the Privacy Policy constitute the entire agreement between you and Primrose Bagel Company Ltd. regarding its subject matter. Primrose Bagel Company Ltd. will not be responsible for failures to fulfill any of its obligations due to causes beyond its control. The failure of Primrose Bagel Company Ltd. to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Subject to section 10.1.vi, if any part of this Agreement is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of this Agreement, and the other parts will remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The parties shall at all times and for all purposes be deemed to be independent contractors and neither party nor its agents may bind the other party. The parties acknowledge and agree that this Agreement and all related documents that may be drawn up are only valid in the English language.