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TERMS OF SERVICE

Last updated: 10/10/2025

These Terms of Service (the "Terms") is entered into between you and ("you" or "your") and Popover AI Ltd. and any of its affiliates, parent company, subsidiaries and related entities as applicable, (collectively, "Popover"), and applies to Popover services and products, including but not limited to the Popover website at www.popover.ca and any subdomains ("Website"), the Popover mobile applications (each, an "App"), and any other product or service provided to you through the Website or Apps to which these Terms are attached or incorporated (altogether, the "Service").

BY CLICKING "I AGREE" OR SIMILAR CONFIRMATION, BY CREATING AN ACCOUNT ON THE SERVICE OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TERMS.

IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TOU AND ARE AGREEING TO THE TERMS FOR THAT ORGANIZATION. WHERE YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, "YOU" AND "YOUR" REFER TO THE ORGANIZATION.

1. Description of THE SERVICE

As part of the Service, Popover helps travelers plan their next trip with ease and efficiency. The Service leverages your past travel history to provide smart recommendations that match your desired style, budget and interests.

2. Access and ACCOUNTS

2.1 Access and Creation.

The Website provides access to: (a) publicly accessible content, for example providing general information about the Service; and (b) the Service through one or more registered account (each, an "Account") provided by Popover at its discretion directly or indirectly through a third-party single sign on (for example, with your Gmail account). You must be at least 18 or the age of majority in your jurisdiction (whichever is older) to use the Service. You represent and warrant that you have the right and authority to enter into and comply with these Terms.

2.2 Login Information.

As an Account holder, you shall: (a) provide Popover with accurate contact information, as requested by Popover, including but not limited to your current mailing address, telephone number and email address; (b) maintain the confidentiality of Account log-in information ("Log-in Information"), which you shall use each time you log onto the Platform; (c) use commercially reasonable efforts to manage and ensure the security, confidentiality and authorized use of your Log-in Information and shall not share it with any other person or entity; and (d) be responsible for all activity through the Service that originates from any Account logged in through your Log-in Information. Popover is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your Log-in Information. If you detect unauthorized access to or use of your Account, you shall promptly notify Popover of such unauthorized access or use.

3. SUBSCRIPTION AND LICENSE

3.1 Subscription Grant.

Popover hereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable subscription to access and use the: (a) Service through an Account and free, trial or paid subscription (each, a "Subscription"); and (b) Website. Service usage rights and functionality associated with a Subscription are as agreed to by Popover and the person who purchased a Subscription (whether free or paid) through the App or Website ("Customer").

3.2 Fees.

Each Subscription requires Customer to agree to a Service plan available to Customer based upon the plan selected by Customer. If selecting a trial Subscription, Customer agrees that such trial shall automatically convert into a paid Subscription at the end of the trial, on such terms as previously agreed by a Customer, unless such Subscription is terminated prior to the expiration of the trial. Customer shall pay Popover the Subscription fee agreed to by Customer when selecting a Service through the App or Website ("Subscription Fee"), as well as any additional fees and charges agreed to by Customer and Popover. Customer shall be automatically charged the Subscription Fee pursuant to the Terms, which Subscription Fee is non-refundable except where expressly permitted. Popover may increase the Subscription Fee by providing written notice of the change at least 90 days before the start of the Renewal Term. If Customer elects to pay by credit card, Customer hereby authorized Popover, or a third party designated by Popover to charge the credit card Customer provides for all fees owed to Popover. You represent and warrant that: (a): you have the legal right to use any credit card(s) or other payment method(s) in connection with your payments to Popover; (b) the information you provide for payment purposes is true, correct and complete. Customer shall provide a valid credit card and if Customer's credit card expires, or is revoked, disputed or not valid for any other reason, Popover may suspend Customer's use of the Service upon 3 days' notice or otherwise terminate the Agreement pursuant to Section 4. By submitting payment information, you grant Popover the right to provide such information to third parties, including RevenueCat or the purpose of facilitating your purchases with Popover. Popover reserves the right to refuse or cancel any Subscription Fee, additional fee, charge or other purchase with Popover for reasons including but not limited to suspected fraud or any other reason, as determined in Popover's absolute discretion.

3.3 License Grant.

Popover hereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to access, call to and use the Service made available to you only for purposes of interacting with the Service ("License").

3.4 Subscription and License Limitations.

You shall use the Subscription and License solely for your own use for the duration of the Term (as defined below). Use of the Subscription and License must be for the sole benefit of Customer and at all times in compliance with this Agreement, and Customer is solely liable for their compliance with the Agreement.

4. Use of service

4.1 Features.

Service features, functionality, usage limits and available integrations (collectively, "Features") are subject to change on one or more occasions at any time without notice. Features associated with your Subscription are described on the Website and App, as updated on one or more occasions.

4.2 Authorized Use.

You shall use the Service in conformance with all applicable laws and regulations and shall not:

  1. engage in conduct constituting improper use of the Service, in a manner that exceeds reasonable volume or constitutes excessive or abusive usage;
  2. decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code or gain unauthorized access to the Service;
  3. reproduce, rearrange, modify, translate, create derivative works from, display, perform, publish, or distribute the Service, unless expressly permitted by Popover;
  4. break, disrupt or attempt to break or disrupt any device used to support the Service or knowingly exploit a flaw or bug in the Service;
  5. use the Service to store or transmit material that is infringing, libelous, unlawful or in violation of any person's rights;
  6. harass, abuse, stalk, threaten or impersonate any person through the Service;
  7. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by Popover;
  8. promote, encourage or undertake illegal activity or communicate, link to, post, stream, submit or upload content that contains objectionable or offensive conduct through the Service;
  9. disparage, harm or otherwise tarnish Popover's reputation;
  10. use the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; or
  11. use the Service to infringe or violate third party rights including but not limited to: (i) contractual rights, (ii) copyright, patent, trademark, trade secret rights or other intellectual property rights, (iii) privacy rights, (iv) publicity rights, or (v) confidential information, as determined by Popover in its sole and absolute discretion.

4.3 Third Party Applications.

The Service integrates with third party services ("Third Party Services"), including but not limited to Google, OpenAI, Anthropic, Apple, Vercel, RevenueCat, Amadeus, Unsplash, AirLabs and Convex. The Terms do not grant any license, right, title or interest in Third Party Service and you may be required to enter into agreement with one or more third party to use such Third-Party Services, which agreements you must determine the suitability of. If you use Third Party Services, Popover may permit Third Party Services to access Customer Data (as defined below) as required for the integration or use of such Third-Party Services with the Service and as further permitted by Popover's Privacy Policy. Integration of Third-Party Services is contingent upon third parties permitting Popover to integrate the Service with their respective Third-Party Services and such permission and/or integration may end at any time without notice or compensation to you.

4.4 Privacy Policy.

Use of the Service is governed by a Privacy Policy detailing how Popover collects, uses, and discloses personal and anonymous data about you and is available at https://www.popover.ca/privacy-policy, as updated on one or more occasions. Customer is responsible for disclosing the Privacy Policy to its employees, contractors and service providers who use the Service and to confirm each user's acceptance and adherence thereto. By agreeing to the Terms and/or using the Service, you represent and warrant that your use of the Service complies with applicable privacy laws and are permitted to share the personal data that you share with Popover. If you disagree with the then-current Privacy Policy, you must immediately stop use of the Service and contact Popover at support@popover.ca.

5. TERM

5.1 Term.

Unless otherwise specified in writing by Popover, these Terms are effective starting at the earlier of: (i) the moment you access the website; and (ii) on the date you create an Account and accept the terms of these Terms (the "Effective Date") and continues until terminated according to the Terms (the "Term").

5.2 Term Duration.

The Term of a free or trial Subscription runs until such Subscription is terminated pursuant to the Terms. The Term for a paid Subscription is monthly or annually, depending on the membership purchased, thereafter renewing for the same such period (each renewed Term, a "Renewal Term").

5.3 Termination.

The Term terminates upon the earliest of:

  1. termination of the Terms prior to a Renewal Term;
  2. your failure to pay the Subscription Fee, or any fee or charge due and owing by you to Popover;
  3. in the case of a free or trial Subscription or access to the Website, when Terminated by you or Popover, which may occur at any time without notice;
  4. your non-compliance with (or rejection of) the Terms or Privacy Policy; or
  5. at the other party's option, if a party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the party, or if any proceeding in bankruptcy, receivership or liquidation is commenced against the party and not dismissed within 30 days following commencement.

Upon termination, whether by you or Popover, you are not entitled to a refund of any kind and shall pay any due and unpaid fees. Following termination of the Terms, you are not entitled to a refund of any kind and shall pay any due and unpaid fees. Following termination, Popover may, but is not obligated to, retain Customer Data to allow you to reactivate your Subscription for up to 90 days and for such other purposes set forth in the Privacy Policy.

5.4 Suspension and Termination.

Popover may suspend or terminate access to the Service, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues, a lack of professional courtesy in your interactions with Popover including with any Popover contractors or employees), your non-compliance with the Terms, failure to make a required payment or your failure to adhere to the terms of an agreement with Popover. Popover has sole discretion to lift a suspension or reverse terminated access. Your access to the Service automatically terminates upon the earliest of the date: (a) You or Popover terminates your access to your Account; (b) of your non-compliance with the Terms, as determined by Popover in its sole discretion; or (c) 30 days following the date on which you provide notice to Popover of your intention to terminate the Service. Cancellation or Termination of your access to the Service does not release you from any liability associated with your use of the Service.

6. OWNERSHIP, Confidentiality

6.1 Service Ownership.

The Service and constituent parts thereof are the proprietary property of Popover and its licensors, and all right, title and interest in and to, including all associated intellectual property rights, remain with Popover and its licensors. You may not remove or modify any proprietary marking or restrictive legends in the Service. The Agreement does not convey any right, title or interest in, or constitute the sale of any right to, the Service, Subscription or Account. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are and shall be forever owned by and inure to the benefit of Popover, excluding Customer Data (as defined below). The trademarks, logos, and service marks (collectively, "Trademarks") displayed on the Service are registered and unregistered marks of Popover or are otherwise used in accordance with applicable law. Nothing contained in the Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without Popover's written permission. Popover reserves all rights unless expressly granted in this Agreement.

6.2 Customer Data.

Data that you provide in connection with your Account or otherwise upload or transmit through the Service ("Customer Data") is and shall remain the sole property of Customer. Any and all right, title and interest in and to Customer Data, including all associated intellectual property rights, remain with Customer. Popover may use, store and modify Customer Data in order to: (a) provide the Service; (b) create anonymous aggregated or statistical data (or both); (c) improve or otherwise modify the Service; (d) create new products and services; (e) analyze the Service and its use and publishing the results of such analysis; and (f) deliver to Customer relevant information and communications, in addition to other purposes described in the Popover Privacy Policy.

6.3 Feedback and User Content.

You hereby grant Popover a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use any feedback you provide regarding the Service. Such feedback is deemed to not be Confidential Information of you or Customer and nothing in this Agreement shall operate to limit Popover's use of such feedback.

7. DISCLAIMER and limitation of liability

7.1 DISCLAIMER.

THE SERVICE IS PROVIDED TO YOU "AS IS" AND POPOVER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, "REPRESENTATIVES"), DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION. WITHOUT LIMITING THE FOREGOING, POPOVER MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK LAW OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, POPOVER AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY POPOVER OR OTHER THIRD PARTIES, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY POPOVER AND THE REPRESENTATIVES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.

7.2 LIMITATION OF LIABILITY.

POPOVER AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST POPOVER AND THE REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.

7.3 MAXIMUM AGGREGATE LIABILITY.

NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD POPOVER AND THE REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT POPOVER'S (AND THE REPRESENTATIVES') MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO POPOVER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.

7.4 Indemnity.

You shall defend and indemnify Popover and its Representatives against any claim, demand, suit or proceeding made or brought against Popover and its Representatives in connection with your use of the Service, including claims that Popover, the Service, or you: (a) infringe or misappropriate a third party's intellectual property rights; (b) violate any applicable law, including any failure to obtain the required legal documentation, including applicable consent documentation, prior to using the Service; (c) cause bodily harm or death; (d) violate the terms of a third-party agreement to which you are bound; or (e) commit an act of gross negligence or intentional misconduct. Your obligation to indemnify Popover and its Representatives arises so long as Popover: (x) promptly gives written notice of the claim against Popover; (y) gives you sole control of the defense and settlement of the claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on Popover without Popover's advance written consent, which shall not be unreasonably withheld or delayed; and (z) gives all reasonable assistance, at your expense.

8. Dispute Resolution

8.1 Initial Dispute Resolution.

Most disputes between you and Popover can be resolved without resort to legal action. If you have any dispute with Popover you agree that before taking any formal legal action you will contact us at legal@popover.ca and provide a brief, written description of the dispute and your contact information. You and Popover agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

8.2 Binding Arbitration.

If the parties cannot come to a resolution within 30 days after the time an informal dispute resolution is initiated, you agree to that any disputes or claims between you and Popover, including the Representatives, shall be resolved by confidential, final and binding arbitration to be conducted in Vancouver, British Columbia and administered by the Vancouver International Arbitration Center. The arbitration shall be commenced and conducted in accordance with its Vancouver International Arbitration Center Rules (the "Rules"). Your arbitration fees and your share of the arbitrator's compensation shall be governed by and, where appropriate, limited by the Rules. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW. THE PARTIES AGREE THAT SECTION 7.2 SHALL NOT APPLY TO : (I) DISPUTES CONCERNING INTELLECTUAL PROPERTY, ALLEGATIONS OF THEFT, PIRACY, VIOLATION OF PRIVACY LAWS OR USE OF THE SERVICE IN VIOLATION OF THIS AGREEMENT; OR (II) CLAIMS FOR INJUNCTIVE RELIEF.

8.3 Class Action Waiver and Prohibition.

YOU AGREE THAT ANY ARBITRATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN POPOVER, THE REPRESENTATIVES (IF APPLICABLE), AND YOU INDIVIDUALLY TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINT WITH ANY OTHER AND YOU HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.

9. GENERAL

9.1 No Joint Relationship.

Nothing in the Terms shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Popover.

9.2 Governing Law.

The Terms and Privacy Policy are governed by the laws of British Columbia and the applicable laws of Canada, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate state and federal courts of British Columbia to hear any proceedings related to the Terms or Privacy Policy.

9.3 Severability and Waiver.

If any provision of the Terms or Privacy Policy is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the Terms in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the Terms constitutes a waiver.

9.4 No Conflicts.

You confirm that by agreeing to the Terms or providing services through Popover, you are not violating the terms or provisions of any other agreement you have with a third party or an applicable teaching restriction policy.

9.5 Force Majeure.

Except for any payment obligations, neither you nor Popover shall be liable for failure to perform any obligation under the Terms to the extent such failure is caused by a force majeure event (including acts of God, pandemics (including government-imposed recommendations and restrictions due to a pandemic), natural disasters, war, civil disturbance, action by a government entity, strike, and other causes beyond reasonable control). The party affected by the force majeure event shall provide notice to the other party within a commercially reasonable time and shall use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event shall be performed as soon as reasonably possible when the force majeure event concludes.

9.6 Assignment.

Popover may assign the Terms without your consent or notice to you. You cannot assign the Terms.

9.7 Survival.

Sections 2 to 9 survive termination of the Terms.

9.8 Entire Agreement.

The Terms, together with the Privacy Policy and any other agreed upon documents linked to in these Terms, constitute the entire agreement between you and Popover with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.

9.9 Updates.

Popover reserves the right to modify the Terms at any time (each, an "Update") and shall inform you of each Update. After informing you of an Update, you are deemed to accept any Update by continuing to use the Service unless you terminate the Service. Unless Popover states otherwise, an Update is automatically effective 30 days informing you of such Update.

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