These are our new Terms of Service which will become effective December 5, 2022.
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Terms of Service

USER TERMS OF SERVICE

 

Last updated: Nov 20th, 2022

 

This User Terms of Service (“TOS”) is entered into between you as a User (defined below) and CoffeePals Technologies Inc. (“Company”) and applies to the any product, website or service provided by Company, including but not limited to the Microsoft Teams application entitled “CoffeePals” (“CoffeePals”), the website coffeepals.com and its subdomains (the “Website”) and any other product or service to which Company applies the TOS (collectively, the “Service”).

 

BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TOS.

 

IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THE ORGANIZATION TO THE TOS AND ARE AGREEING TO THE TOS 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

 

The Service promotes social interactions and connections in organizations by randomly assigning users in groups to meet for a coffee chat (a “Coffee Chat”). The Service allows you to create and foster stronger engagement across your organization.

 

You are an authorized “User” of the Service as permitted by a workplace “Customer”. Customer has separately entered into Company’s Standard Terms of Service or Enterprise Terms of Service that granted access to the Service for Customer and its authorized Users. You have been invited to the Service by the Customer.

 

2.         SUBSCRIPTION; ACCESS

 

2.1       Free Subscription. If you have been authorized to access the Service by a Customer and the Customer has accessed the free version of the Service, Company hereby grants you a non-transferrable, limited subscription to access and use free portions of Service (the “Free Subscription”). The Free Subscription may limit your access to some aspects of the Service.

 

2.2       Paid Subscription. If you have been authorized to access the Service by a Customer and the Customer has purchased a paid subscription for a pro or enterprise version of the Service, Company hereby grants you a non-transferrable, limited subscription to access paid portions of the Service pursuant to such paid subscription, in each case subject to the TOS (the “Paid Subscription”). The Paid Subscription permits additional Users and additional features as permitted by the terms of the Paid Subscription (collectively, the “Features”).

 

2.3       Trial Subscription. The Company may provide a trial subscription to Customer and its Users for all or certain Features of the Service (the “Trial Subscription”) for 14 days (the “Trial Period”), in which case the Company grants you a non-transferrable, limited subscription to access all or certain Features for the Trial Period. Additional terms and conditions applicable to the Trial Subscription may appear on the applicable registration page. Any such additional terms and conditions are incorporated into these TOS by reference.

 

2.4       Modifications. Company reserves the right to modify the price, features or options included in the Free Subscription, Paid Subscription and Trial Subscription from time to time, temporarily or permanently.

 

2.5       Age of Access. Anyone accessing Service must be at least 18 years old, or the age of majority in their jurisdiction (whichever is older). You represent and warrant that you have the right and authority to enter into and comply with this TOS.

 

2.6       Accounts and Login Information. To use the Service, you will use your Microsoft Teams account (“Microsoft Account’) and download and install the CoffeePals add-in from Microsoft Appsource or Teams App Store. You will also be subject to Microsoft’s Terms of Use for use of your Microsoft Account, which may be found here: microsoft.com/en-us/legal/terms-of-use. You shall keep passwords used to access the Service secure and confidential, use commercially reasonable efforts to prevent unauthorized access to your accounts with the Service and notify Company promptly of any  unauthorized access.

 

2.7       Third Party Links. The Service may include links to third party websites. Company is not responsible for the content such third party websites and any kind of loss/damage arising out your access or use of them.

 

2.8       Third Party Vendors. You acknowledge and agree that Company uses third-party vendors and hosting software, including but not limited to Microsoft Teams, to provide the Service to you. You further acknowledge and agree that except to the extent required by law, Company shall not be liable or responsible for the acts or omissions of such third-party vendors or hosting software. You shall comply with all third-party vendor terms and policies to access and use the Service and your failure to do so may render the Service inoperable or limit Service functionality.

 

3.         CUSTOMERS, USERS AND ADMINISTRATORS

 

The Service may provide Customers the ability to appoint Users with certain administrative controls (each, an “Administrator”), including but not limited to: (a) changing team related settings; (b) creating or deleting Users; (c) generating and viewing analytics, such as User match history; or (d) the appointment of additional Administrators. Customers are solely responsible for the appointment (and removal) of Administrators and actions they take. Company’s responsibilities do not extend to the internal management or administration of the Service for you.

 

4.         TERM AND TERMINATION

 

4.1       Term. Unless otherwise specified in writing by Company, this TOS is effective beginning on the date you are authorized to access the Service via the Customer as a User and continues until terminated, cancelled or suspended (the “Term”).

 

4.2       Suspension. Company reserves the right to suspend or otherwise restrict access to the Service to both Customers and Users without notice if Company believes you are in breach of any term of the TOS or for any reason as further detailed in this TOS or applicable policies/agreements. In the event that the Service is restricted or suspended, Company is not liable to you or any third party for any loss arising from such action. Company has sole discretion to lift a suspension or reverse restricted access.

 

4.3       Termination. The Term terminates upon the earliest of:

a.          your non-compliance with the TOS and failure to remedy such non-compliance within seven days after receiving notice;

b.          Customer’s non-compliance with the Standard Terms of Service or Enterprise Terms of Service and failure to remedy based on the terms therein;

c.          immediately, upon Customer’s option to cancel the Service if applicable;

d.          immediately, upon Company ceasing to offer the Service to Customer and that may occur at any time without notice; or

e.          in the case of a Free Subscription or Trial Subscription, at Customer’s option upon not providing a payment method or cancelation through the web application.

 

4.4       Effect of Suspension, Termination. Upon suspension or termination of a Free Subscription, Paid Subscription or Trail Subscription, you acknowledge and agree that Company shall immediately cease your access to the Service. Company may store data related to the Service provided by Company for you and associated data, including analytics and match data that are hosted on the Service, for up to one year after the date of suspension or termination after which Company may permanently delete all data related to the Service provided by Company for you. You acknowledge and agree that Company shall not be liable to you or any third party for such suspension or termination and any related loss related thereto.

 

5.         YOUR ACCESS TO THE SERVICE

 

5.1      Authorized Use. During your use of the Service, you may not:

a.      knowingly provide false or inaccurate information to Company;

b.      decompile, disassemble or reverse engineer the Service;

c.      alter, change or circumvent security related aspects of the Service;

d.      export or share versions of the Service (or parts of the Service) outside the Service (including through any project or job postings);

e.      use any automated system (bot, spider, etc.) to access the Service;

f.       reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;

g.      break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience of the Service or knowingly exploit a flaw or bug in the Service;

h.      store or transmit material that is infringing, libelous, unlawful or in violation of any person’s rights or a group of people’s rights;

i.       use the Service to provide information or data to a competitor of Company;

j.       harass, abuse, stalk, threaten or impersonate any person or group of people, including any Company contractor, employee or agent;

k.      use hate speech, hate terms, racist speech, racist terms or any other words or symbols that signify hate towards any person or group of people, including derogatory comments against women or minorities;

l.       sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by the Company in writing;

m.    promote, encourage or undertake illegal activity;

n.      infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information; or

o.      distribution of anything containing a computer virus or any code, file or software program,

 

as determined by Company in its sole and absolute discretion.

 

5.2       Your Representations and Warranties. You represent and warrant that: (a) all information provided to Company during registration and onboarding process is accurate; and (b) you have authority to download and install Microsoft Teams and download, install and add the Service to your Microsoft Account. You agree to provide Company with documents to verify your identity and personal or business details upon request. Any information that Company collects from you is subject to Company’s Privacy Policy.

 

5.3       Privacy Policy and Privacy Law Compliance. Your use of the Service is governed by a Privacy Policy detailing how Company collects, uses and discloses personal data about you, and is available at www.coffeepals.com/privacy. By agreeing to the TOS, you represent and warrant that you consent to the terms of the Privacy Policy, your use of the Service complies with applicable privacy laws and you are permitted to share the personal data that you share with Company. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Service and contact Company at support@coffeepals.com.

 

6.         PROPERTY

 

6.1       Company Property. The Service, including but not limited to software, workflow processes, user interface, designs, know-how and other technologies provided by Company are the proprietary property of Company and its licensors, and all right, title and interest therein, including but not limited to all associated intellectual property rights, remain only with Company and its licensors. You may not remove or modify any proprietary marking or restrictive legends in the Service. Company reserves all rights unless expressly granted in the TOS.

 

6.2       User Property. You retain all right, title and interest in all information, content and data owned or licensed by you that you provide or share through the Service, including but not limited to account bios and profile pictures, (“User Property”) subject to any agreement imposed by third party vendors and services. Company shall not use or access User Property except in connection with the Service and you hereby grant Company a limited and revocable license to User Property under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, display, modify, record, translate, transmit or otherwise exploit such User Property solely in order to facilitate the provision of Service. You represent and warrant that all consents, licenses and rights necessary to license User Property to Company are obtained prior to providing or sharing any such User Property with Company.

 

6.3       Third Party Rights. All right, title and interest in and to the third party services including but not limited to copyrights, patents, trademark, trade secrets, trade names, computer code (source and object), are owned by or licensed to the respective third party services providers. The TOS does not convey any right, title or interest in, or constitute the sale of any right to, the third party services.

 

6.4       Feedback; Survey. Unless otherwise agreed to in writing, Company may use your name (only if explicit consent is given) and other communications in Company marketing and promotional materials in the limited context of surveys, reviews, rating and comments that you provided Company through the Service (“Feedback”). By submitting Feedback, you agree that: (a) your disclosure is voluntary, free, unsolicited, and without restriction; (b) your Feedback does not contain the confidential or proprietary information of third parties; and (c) Company is free to use the Feedback without any compensation to you and to disclose the Feedback on a non-confidential basis or otherwise to anyone.

 

7.          DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

 

7.1       DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “COMPANY PARTIES”), 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, THE COMPANY PARTIES MAKE NO REPRESENTATION OR WARRANTY 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, THE COMPANY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY THE COMPANY PARTIES OR OTHER THIRD PARTIES, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY 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. THE COMPANY PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING: (A) YOUR SATISFACTION WITH THE SERVICE; (B) THAT THE SERVICE WILL ALWAYS BE AVAILABLE AND ERROR FREE; OR (C) THAT THE COMPANY WILL PROMPTLY RESPOND TO ANY INQUIRIES OR SUBMISSIONS. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY THE COMPANY PARTIES 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. THE COMPANY PARTIES 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 THE COMPANY PARTIES MUST BE COMMENCED NO LATER THAN SIX (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 THE COMPANY PARTIES FROM LIABILITY, YOU AGREE THAT THE COMPANY PARTIES’ MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE.

 

7.4       Indemnity. You shall indemnify, defend and hold the Company Parties harmless from and against any claim, demand, liability, injury, damage, cost, loss or expense, including reasonable attorneys’ fees, that arise from or relate to the Service. You cannot settle any claim without the Company’s advance written consent unless such settlement releases the Company Parties unconditionally. The Company reserves the right to, at its expense, assume control of the claim.

 

7.5       CUSTOMER’S RESPONSIBILITY. YOU AGREE THAT IT IS THE CUSTOMER’S SOLE RESPONSIBILITY TO (A) OBTAIN ANY CONSENTS OR PERMISSIONS FROM YOU AND ANY OTHER AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF THE SERVICE AND COLLECTION AND/OR USE OF ANY USER DATA; (B) INFORM ANY OTHER AUTHORIZED USERS OF ANY RELEVANT CUSTOMER SETTINGS, PRACTICES, REQUIREMENTS AND POLICIES THAT MAY IMPACT THE PROCESSING OF USER DATA; AND (C) ENSURE THAT THE TRANSFER AND PROCESSING OF USER DATA DURING THE TERM IS LAWFUL.

 

8.         GENERAL

 

8.1       No Joint Relationship /Independent Contractor Relationship. Nothing in the TOS shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Company.

 

8.2       Governing Law. The Standard Terms of Service or Enterprise Terms of Service, TOS and Privacy Policy (“CoffeePals Policies”) are governed by the laws of the Province of British Columbia, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the Province of British Columbia to hear any proceedings related to the CoffeePals Policies.

           

8.3       Severability and Waiver. If any provision of the CoffeePals Policies 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 CoffeePals Policies in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the CoffeePals Policies constitutes a waiver.

 

8.4       Force Majeure. Except for any payment obligations, neither you nor the Company shall be liable for failure to perform any obligation under the TOS 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.

 

8.5       Assignment. Company may assign the TOS without your consent or notice to you. You cannot assign the TOS.

 

8.6       Survival. Sections 4.4, 5.3, 6, 7 and 8 survive termination or suspension of the TOS.

 

8.7       Currency. Unless otherwise stated, all references to sum of money or fees in the TOS are expressed in lawful money of the United Stated of America and $ refers to USD.

 

8.8       Entire Agreement. The CoffeePals Policies and any other agreed upon documents linked to or referenced in the CoffeePals Policies, constitute the entire agreement between you and Company with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.

 

8.9       Updates. Company reserves the right to modify the TOS 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 Company states otherwise, an Update is automatically effective 30 days informing you of such Update.

 

STANDARD SERVICE AGREEMENT

CUSTOMER TERMS OF SERVICE

 

Last updated: November 20th, 2022

 

This Standard Terms of Service (“Agreement”) is entered into between you as a Customer (as defined below) and CoffeePals Technologies Inc. (“Company”) and applies to the any product, website or service provided by Company, including but not limited to the Microsoft Teams application entitled “CoffeePals” (“CoffeePals”), the website coffeepals.com and its subdomains (the “Website”) and any other product or service to which Company applies the Agreement (collectively, the “Service”).

 

BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE AGREEMENT.

 

IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THE ORGANIZATION TO THE AGREEMENT AND ARE AGREEING TO THE AGREEMENT 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

 

The Service promotes social interactions and connections in organizations by randomly assigning users in groups to meet for a coffee chat (a “Coffee Chat”). The Service allows you to create and foster stronger engagement across your organization.

 

You are a “Customer” who will use the Service to permit authorized “Users” to access your subscription as further detailed in Section 2. Users are subject to separate User Terms of Service , which every User permitted onto the Service must consent to prior to accessing said Service.

 

You agree and acknowledge it is your sole responsibility to (a) ensure that all Users consent to the User Terms of Service  and Privacy Policy  prior to accessing the Service and shall be liable for their compliance therewith; (b) obtain any consents or permissions from Users necessary for the lawful use of the Service and collection and/or use of any User data; (c) inform authorized Users of any relevant Customer settings, practices, requirements and policies that may impact the processing of User data; and (d) ensure that the transfer and processing of User data during the Term as defined below is lawful.

 

2.         SUBSCRIPTION; ACCESS

 

2.1       Free Subscription. If you are assessing the free version of the Service, Company hereby grants you a non-transferrable, limited subscription to access and use free portions of Service (the “Free Subscription”). The Free Subscription may limit your access to some aspects of the Service.

 

2.2       Paid Subscription. If you purchased a paid subscription for a pro version of the Service, Company hereby grants you a non-transferrable, limited subscription to access paid portions of the Service pursuant to such paid subscription, in each case subject to the Agreement (the “Paid Subscription”). The Paid Subscription permits additional Users and additional features as permitted by the terms of your Subscription (collectively, the “Features”). Paid Subscriptions are renewed automatically unless subscription is terminated, suspended or cancelled by you, and you hereby consent to such auto renewal.

 

2.3       Trial Subscription. The Company may provide a trial subscription for all or certain Features of the Service (the “Trial Subscription”) for 14 days (the “Trial Period”), in which case the Company grants you a non-transferrable, limited subscription to access all or certain Features for the Trial Period. After the Trial Period, you may enter in your payment information in order to immediately purchase a Paid Subscription if you wish to continue to use the Features or your subscription shall continue under the Free Subscription. Any data you enter and customizations you make using the Trial Subscription may be permanently lost unless you purchase a Paid Subscription to the Service. Your data cannot be exported from the Trial Subscription version of the Service. Notwithstanding any other provisions in these terms, access to the Trial Subscription is on an “as-is” basis without any representations, warranties and/or conditions of any kind. Additional terms and conditions applicable to the Trial Subscription may appear on the applicable registration page. Any such additional terms and conditions are incorporated into these Agreement by reference.

 

2.4       Modifications. Company reserves the right to modify the price, features or options included in the Free Subscription, Paid Subscription and Trial Subscription from time to time, temporarily or permanently. Further details on price modifications can be found under Section 3.

 

2.5       Age of Access. Anyone accessing Service must be at least 18 years old, or the age of majority in their jurisdiction (whichever is older). You represent and warrant that you have the right and authority to enter into and comply with this Agreement.

 

2.6       Accounts and Login Information. To use the Service, you are required to use your Microsoft Teams account (“Microsoft Account’) and download and install the CoffeePals add-in from Microsoft Appsource or Teams app store. You will also be subject to Microsoft’s Terms of Use for use of your Microsoft Account, which may be found here: microsoft.com/en-us/legal/terms-of-use. You shall ensure that you and all Users keep passwords used to access the Service secure and confidential, use commercially reasonable efforts to prevent unauthorized access to your and your User’s accounts with the Service and notify Company promptly of any such unauthorized access.

 

2.7       Third Party Links. The Service may include links to third party websites. Company is not responsible for the content such third party websites and any kind of loss/damage arising out your access or use of them.

 

2.8       Third Party Vendors. You acknowledge and agree that Company uses third-party vendors and hosting software, including but not limited to Microsoft Teams, to provide the Service to you. You further acknowledge and agree that except to the extent required by law, Company shall not be liable or responsible for the acts or omissions of such third-party vendors or hosting software. You shall comply with all third-party vendor terms and policies to access and use the Service and your failure to do so may render the Service inoperable or limit Service functionality.

 

3. SUBSCRIPTION FEE

 

3.1       Fee. Current subscription terms are available at coffeepals.com/pricing. The price of the Paid Subscription is displayed to you at the time of purchase and may include a monthly or annual recurring fee (the “Fee”). The Fee is charged on the day of the month or year in which your Subscription commences (or such other date agreed to by the parties). Company reserves the right to adjust the price of the Fee upon at least 14 days’ notice, such adjustment to take effect on the subsequent Fee billing cycle.

 

3.2       Taxes. The Fee excludes taxes and any applicable duties and charges, which you shall pay as well. If Company pays or collects taxes on your behalf, you shall pay Company the applicable amount, which you shall pay on the same terms as the Fee. If you do not remit the applicable taxes for the Fee and/or other amounts owed to Company, you will indemnify Company for any liability or expense Company may incur in connection with such tax and be solely responsible for the payment of such tax as well as any related penalties or interest.

 

3.3       Upgrading or Downgrading. For monthly and annual Paid Subscriptions, you can upgrade to permit more Users to access the Service (and if applicable access certain additional Features) by paying an additional Fee (prorated to the date of the month or year in which you upgraded and payable on the subsequent Fee billing cycle) or downgrade upon Company approval of your downgrade request. Pricing tiers for monthly and annual Paid Subscriptions can be found at coffeepals.com/pricing. For monthly Paid Subscriptions, the Fee paid to downgrade a Paid Subscription is nonrefundable for the month in which you downgraded (with the downgraded Fee taking effect on the subsequent Fee billing cycle). For annual Paid Subscriptions, when downgrading the Company shall give a pro-rated credit based on the Fee for the next tier down towards your next billing cycle. Credits that Customer may accrue for any reason which are not used on subsequent billing cycles will expire following termination, suspension or cancellation of a Paid Subscription and will have no currency and/or exchange value, and will not be refundable and/or transferable.

 

3.4       Cancellation. You may cancel a Paid Subscription by providing Company at least 14 business days written notice to support@coffeepals.com, with “Cancellation” as the subject line, or by canceling through the web application. Upon cancellation: (a) you remain liable for all charges accrued up to the date of cancellation (pro-rated in relation to the current billing period if necessary) and you shall not receive a refund for any Fee already paid; and (b) access to your Paid Subscription will automatically terminate and all associated data, to the extent held by Company, deleted.

 

3.5       Payment. You shall provide Company with a form of payment and corresponding payment information (for example, bank account or credit card information) acceptable to Company. You shall immediately notify Company of any inaccuracies to payment information. Company, or any third party acting on Company’s behalf, is authorized and has the right to automatically charge the Fee on a recurring monthly basis. The Fee excludes applicable taxes, which Company charges as required by the laws of your jurisdiction and that you shall pay pursuant to Section 3.2.

 

3.6       Failure to Pay. Failure to timely pay the Fee for a seven day period shall result in Company ceasing to offer the Service to you until this Agreement is terminated pursuant to Section 5.3(a) or you pay all Fees in arrears. The Company reserves the right to charge interest on any overdue Fee.

 

3.7       Refunds. Company shall not provide a refund for any Fee unless required to by applicable jurisdiction or in its sole discretion. If you believe that you are entitled to a refund, you may request a refund by emailing Company at support@coffeepals.com, including the email header “REFUND REQUEST” and describing in the body of the email how you qualify for a refund and other relevant details of your request.

 

4.         CUSTOMERS, USERS AND ADMINISTRATORS

 

The Service may provide Customers the ability to appoint Users with certain administrative controls (each, an “Administrator”), including but not limited to: (a) changing team related settings; (b) creating or deleting Users; (c) generating and viewing analytics, such as User match history; or (d) the appointment of additional Administrators. Customers are solely responsible for the appointment (and removal) of Administrators and actions they take. Company’s responsibilities do not extend to the internal management or administration of the Service for you.

 

5.         TERM AND TERMINATION

 

5.1       Term. Unless otherwise specified in writing by Company, this Agreement is effective beginning on the date accepted (the “Effective Date”) and continues until terminated (the “Term”).

 

5.2       Suspension. Company reserves the right to suspend or otherwise restrict access to the Service without notice if Company believes you are in breach of any term of the Agreement and for any other reason as detailed in this Agreement or applicable policies/agreements. In the event that the Service is restricted or suspended, Company is not liable to you, any User or any third party for any loss arising from such action. Company has sole discretion to lift a suspension or reverse restricted access.

 

5.3       Termination. The Term terminates upon the earliest of:

a.          your failure to timely pay any amount due and owing and failure to remedy non-payment within seven days after receipt of notice for amounts overdue by 14 days;

b.          your non-compliance with the Agreement and failure to remedy such non-compliance within seven days after receiving notice; 

c.          at your option, pursuant to Section 3.4;

d.          immediately, upon Company ceasing to offer the Service and that may occur at any time without notice; or

e.          in the case of a Free Subscription or Trial Subscription, at your option upon not providing a payment method or cancelation through the web application.

 

5.4       Effect of Suspension, Termination. Upon suspension or termination of a Paid Subscription, you acknowledge and agree that Company shall immediately cease your access to the Service. Company may store data related to the Service provided by Company for you and associated data, including analytics and match data that are hosted on the Service, for up to one year after the date of termination after which Company may permanently delete all data related to the Service provided by Company for you. Notwithstanding the foregoing, you acknowledge and agree that you are not entitled to a refund or other compensation of any kind resulting from such suspension or termination, including any losses sustained by the deletion of data associated with the Service, regardless of whether affected by you or Company, and that Company shall not be liable to you or any third party for such suspension or termination and any related loss related thereto.

 

6.         YOUR ACCESS TO THE SERVICE

 

6.1      Authorized Use. During your use of the Service, you may not:

a.      knowingly provide false or inaccurate information to Company;

b.      decompile, disassemble or reverse engineer the Service;

c.      alter, change or circumvent security related aspects of the Service;

d.      export or share versions of the Service (or parts of the Service) outside the Service (including through any project or job postings);

e.      use any automated system (bot, spider, etc.) to access the Service;

f.       reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;

g.      break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience of the Service or knowingly exploit a flaw or bug in the Service;

h.      store or transmit material that is infringing, libelous, unlawful or in violation of any person’s rights or a group of people’s rights;

i.       use the Service to provide information or data to a competitor of Company;

j.       harass, abuse, stalk, threaten or impersonate any person or group of people, including any Company contractor, employee or agent;

k.      use hate speech, hate terms, racist speech, racist terms or any other words or symbols that signify hate towards any person or group of people, including derogatory comments against women or minorities;

l.       sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by the Company in writing;

m.    promote, encourage or undertake illegal activity;

n.      infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information; or

o.      distribution of anything containing a computer virus or any code, file or software program,

 

as determined by Company in its sole and absolute discretion.

 

6.2       Your Representations and Warranties. You represent and warrant that: (a) all information provided to Company during registration and onboarding process is accurate; (b) you have authority to download and install Microsoft Teams and download, install and add the Service to your Microsoft Account and team; (c) you have the ability to gather consents from all authorized Users to the User Terms of Service and Privacy Policy prior to their access and use of the Service; and (d) you have authorization to make payments using the payment details you provided to Company. You agree to provide Company with documents to verify your identity and personal or business details upon request. Any information that Company collects from you is subject Company’s Privacy Policy.

 

6.3       Privacy Policy and Privacy Law Compliance. Your use of the Service is governed by a Privacy Policy detailing how Company collects, uses and discloses personal data about you, and is available at www.coffeepals.com/privacy. By agreeing to the Agreement, 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 Company. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Service and contact Company at support@coffeepals.com.

 

7.         PROPERTY

 

7.1       Company Property. The Service, including but not limited to software, workflow processes, user interface, designs, know-how and other technologies provided by Company are the proprietary property of Company and its licensors, and all right, title and interest therein, including but not limited to all associated intellectual property rights, remain only with Company and its licensors. You may not remove or modify any proprietary marking or restrictive legends in the Service. Company reserves all rights unless expressly granted in this Agreement.

 

7.2       Customer Property. You retain all right, title and interest in all information, content and data owned or licensed by you that you provide or share through the Service, including but not limited to account bios and profile pictures, (“Customer Property”) subject to any agreement imposed by third party vendors and services. Company shall not use or access Company Property except in connection with the Service and you hereby grant Company a limited and revocable license to Customer Property under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, display, modify, record, translate, transmit or otherwise exploit such Customer Property solely in order to facilitate the provision of Service. You represent and warrant that all consents, licenses and rights necessary to license Customer Property to Company are obtained prior to providing or sharing any such Customer Property with Company.

 

7.3       Third Party Rights. All right, title and interest in and to the third party services including but not limited to copyrights, patents, trademark, trade secrets, trade names, computer code (source and object), are owned by or licensed to the respective third party services providers. The Agreement does not convey any right, title or interest in, or constitute the sale of any right to, the third party services.

 

7.4       Feedback; Survey. Unless otherwise agreed to in writing, Company may use your name/company name (only if explicit consent is given) and other communications in Company marketing and promotional materials in the limited context of surveys, reviews, rating and comments that you provided Company through the Service (“Feedback”). By submitting Feedback, you agree that: (a) your disclosure is voluntary, free, unsolicited, and without restriction; (b) your Feedback does not contain the confidential or proprietary information of third parties; and (c) Company is free to use the Feedback without any compensation to you and to disclose the Feedback on a non-confidential basis or otherwise to anyone.

 

8.          DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

 

8.1       DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “COMPANY PARTIES”), 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, THE COMPANY PARTIES MAKE NO REPRESENTATION OR WARRANTY 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, THE COMPANY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY THE COMPANY PARTIES OR OTHER THIRD PARTIES, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY 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. THE COMPANY PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING: (A) YOUR SATISFACTION WITH THE SERVICE; (B) THAT THE SERVICE WILL ALWAYS BE AVAILABLE AND ERROR FREE; OR (C) THAT THE COMPANY WILL PROMPTLY RESPOND TO ANY INQUIRIES OR SUBMISSIONS. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY THE COMPANY PARTIES 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.

 

8.2       LIMITATION OF LIABILITY. THE COMPANY PARTIES 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 THE COMPANY PARTIES MUST BE COMMENCED NO LATER THAN SIX (6) MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.

 

8.3       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 THE COMPANY PARTIES FROM LIABILITY, YOU AGREE THAT THE COMPANY PARTIES’ MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.

 

8.4       Indemnity. You shall indemnify, defend and hold the Company Parties harmless from and against any claim, demand, liability, injury, damage, cost, loss or expense, including reasonable attorneys’ fees, that arise from or relate to the Service. You cannot settle any claim without the Company’s advance written consent unless such settlement releases the Company Parties unconditionally. The Company reserves the right to, at its expense, assume control of the claim.

 

9. DISPUTE RESOLUTION

 

9.1       Initial Dispute Resolution. Most disputes between you and Company can be resolved without resort to legal action. If you have any dispute with Company, you agree that you will contact us at support@coffeepals.com, and provide a brief, written description of the dispute and your contact information. You and Company 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.

 

9.2       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 Company, including the Company Parties, shall be resolved by confidential, final and binding arbitration to be conducted in British Columbia and administered by the Vancouver International Arbitration Centre. The arbitration shall be commenced and conducted in accordance with its International Arbitration 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.

 

10.      GENERAL

 

10.1    No Joint Relationship /Independent Contractor Relationship. Nothing in the Agreement shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Company.

 

10.2    Governing Law. The Agreement, User Terms of Service, Privacy Policy and any other applicable policies by Company (“CoffeePals Policies”) are governed by the laws of the Province of British Columbia, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the Province of British Columbia to hear any proceedings related to the CoffeePals Policies.

           

10.3    Severability and Waiver. If any provision of the CoffeePals Policies 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 CoffeePals Policies in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the Agreement constitutes a waiver.

 

10.4    Force Majeure. Except for any payment obligations, neither you nor the Company shall be liable for failure to perform any obligation under the Agreement 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.

 

10.5    Assignment. Company may assign the Agreement without your consent or notice to you. You cannot assign the Agreement.

 

10.6    Survival. Sections 3.7, 5.4, 6.3, 7, 8, 9 and 10 survive termination of the Agreement.

 

10.7    Currency. Unless otherwise stated, all references to sum of money or fees in the Agreement are expressed in lawful money of the United Stated of America and $ refers to USD.

 

10.8    Entire Agreement. The Agreement, together with the CoffeePals Policies and any other agreed upon documents linked to or reference in this Agreement, constitute the entire agreement between you and Company with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.

 

10.9    Override Agreement. You and Company may override this Agreement with Enterprise Terms of Service, which will supersede the terms and conditions of this Agreement if executed.

 

10.10 Updates. Company reserves the right to modify the Agreement 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 Company states otherwise, an Update is automatically effective 30 days informing you of such Update.

1. Introduction

Welcome to CoffeePals (“Company”, “we”, “our”, “us”).

 

These Terms of Service (“Terms”, “Terms of Service”) govern your use of our web pages located at https://coffeepals.co and our Microsoft Teams application CoffeePals (together or individually “Service”) operated by CoffeePals.

 

Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here https://coffeepals.co/privacy-policy.

 

Your agreement with us includes these Terms and our Privacy Policy (“Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound of them.

 

If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing at support@coffeepals.co so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.

 

Thank you for being responsible.

 

2. Communications

By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at.

 

3. Purchases

If you wish to purchase any product or service made available through Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

 

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

 

We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

 

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

 

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. 

 

4. Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Service may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.

 

5. Subscriptions

Some parts of Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

 

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or CoffeePals cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting CoffeePals customer support team.

 

A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide CoffeePals with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize CoffeePals to charge all Subscription fees incurred through your account to any such payment instruments.

 

Should automatic billing fail to occur for any reason, CoffeePals will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

 

6. Free Trial

CoffeePals may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

 

You may be required to enter your billing information in order to sign up for Free Trial.

 

If you do enter your billing information when signing up for Free Trial, you will not be charged by CoffeePals until Free Trial has expired. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

 

At any time and without notice, CoffeePals reserves the right to (i) modify Terms of Service of Free Trial offer, or (ii) cancel such Free Trial offer.

 

7. Fee Changes

CoffeePals, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

 

CoffeePals will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

 

Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

 

8. Refunds

Except when required by law, paid Subscription fees are non-refundable.

 

9. Content

Content found on or through this Service are the property of CoffeePals or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.


10. Applications from Microsoft Teams App Store

The following applies to any Mobile Applications you acquire from the Microsoft Teams App Store (“Microsoft Teams-Sourced Software”): 

 

  1. You acknowledge that the Agreement is between you and CoffeePals only, and not with Microsoft.
  2. Your use of Microsoft Teams-Sourced Software must comply with Microsoft Teams App Store Terms of Service.
  3. CoffeePals, and not Microsoft Teams, is solely responsible for its Microsoft Teams-Sourced Software.
  4. Microsoft Teams has no obligation or liability to you with respect to Microsoft Teams-Sourced Software or the Agreement.
  5. You acknowledge and agree that Microsoft Teams is a third-party beneficiary to the Agreement as it relates to CoffeePals Microsoft Teams-Sourced Software.


11. Prohibited Uses

You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:

 

  1. In any way that violates any applicable national or international law or regulation.
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
  3. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
  4. To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.
  5. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
  6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.

 

Additionally, you agree not to:

 

  1. Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real time activities through Service.
  2. Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on Service.
  3. Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent.
  4. Use any device, software, or routine that interferes with the proper working of Service.
  5. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
  6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service.
  7. Attack Service via a denial-of-service attack or a distributed denial-of-service attack.
  8. Take any action that may damage or falsify Company rating.
  9. Otherwise attempt to interfere with the proper working of Service.

 

11. Analytics

 

We may use third-party Service Providers to monitor and analyze the use of our Service.

 

Google Analytics

Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network.

 

For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en

 

We also encourage you to review the Google's policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.

 

 12. No Use By Minors

Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Company, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Service.

 

13. Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.

 

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

 

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

 

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

 

14. Intellectual Property

Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of CoffeePals and its licensors. Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of CoffeePals.

 

15. Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

 

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to support@coffeepals.co, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”

 

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

 

16. DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

 

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
  2. a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  3. identification of the URL or other specific location on Service where the material that you claim is infringing is located;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

 

You can contact our Copyright Agent via email at support@coffeepals.co

 

17. Error Reporting and Feedback

You may provide us directly at support@coffeepals.co with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

 

18. Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by CoffeePals.

 

CoffeePals has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

 

YOU ACKNOWLEDGE AND AGREE THAT CoffeePals 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 USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.

 

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

19. Disclaimer Of Warranty 

THESE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

 

NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

 

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

20. Limitation Of Liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

21. Termination

We may terminate or suspend your account and bar access to Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms.

 

If you wish to terminate your account, you may simply discontinue using Service.

 

All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

22. Governing Law

These Terms shall be governed and construed in accordance with the laws of Province of Ontario Canada without regard to its conflict of law provisions.

 

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.

 

23. Changes To Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

 

24. Amendments To Terms

We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

 

Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

 

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.

 

25. Waiver And Severability

No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.

 

If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

 

26. Acknowledgement

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.

 

27. Contact Us

Please send your feedback, comments, requests for technical support:

By email: support@coffeepals.co.