TERMS AND CONDITIONS

Last Modified: June 11, 2018

Upbeet Foods Inc. is a corporation formed pursuant to the Business Corporations Act R.S.O. 1990, CHAPTER B.16 in Ontario, Canada. In consideration for permitting your access to our website, food delivery and catering services and other good and valuable consideration, you agree as follows:

These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of Upbeet Foods Inc.'s, ("we", "us" or "our") website hosted at www.upbeetfoods.com and other domains and sub-domains (the "Website") and our food preparation, delivery and catering services (collectively the "Service").

IN THESE TERMS, THERE ARE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. YOU MUST REVIEW THESE TERMS, ALONG WITH ANY POLICIES INCORPORATED BY REFERENCE, BEFORE USING THE WEBSITE AND SERVICE.

By using our website and service, you, the user ("you" or "your"), represent and warrant that; (i) you are at least eighteen (18) years old; and (ii) you have read and understand these Terms and agree to be bound by them. If you are not eighteen (18) or do not agree to these Terms, you are not permitted to place orders on the Website or with the Service.

If you are using the Website and/or Service on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms. In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are bound by these Terms which form an agreement between you and Upbeet Foods Inc.

Privacy

We use your personal and business information in accordance with our privacy policy and these Terms. By using our website and service, you consent to such processing and represent that all information provided by you is accurate.

Establishing an Account

We offer both meal delivery and catering services in the greater Toronto area. For our current list of delivery zones, please visit https://www.upbeetfoods.com//delivery-zones-and-pick-up-locations. Our meal delivery service includes one-off orders and subscription services. To place an order or subscribe to a meal delivery plan, you will be required to establish an account on the Website.

To create an account or place an order, you will be required to provide personal and, if applicable, business contact information, as set out in our Privacy Policy and on the Website. Whether you place an order or not, you agree that access to your account constitutes good and valuable consideration in exchange for agreeing to these Terms.

Access to your account is not transferrable and is only intended for the individual or entity that established the account. Upon setting up an account, you will be required to create a username and password. You are responsible for safeguarding the password you use to access the Website and Service and you agree not to disclose your password to any third party. You agree you are responsible for any activity on your account, whether or not you authorized that activity. However, you agree to immediately notify us of any unauthorized use of your account.

Upon establishing your account, we grant you a worldwide, non-transferable, non-exclusive license to access the Website and your account in accordance with these Terms. However, we reserve the right to revoke that license and your access to our Website for any reason.

Catering Services

To place a catering order please email us at catering@upbeetfoods.com or call (855) 387-2338. We will provide you with pricing information and confirm whether we can fulfil your order. All pricing information for catered orders is subject to change in the event any of the details of your event change, or there are changes to your order. Any order changes are subject to our acceptance. Unfortunately, we will not accept order changes made within five (5) days of the catered event. We may also impose a minimum order quantity or dollar amount.

You agree to pay a fifty percent (50%) non-refundable deposit upon placing your order and the balance owing to us at least five (5) days in advance of your catered event. When your deposit is made, we will reserve the delivery date specified. However, we cannot make any guarantees that we can, or will, facilitate an amendment to your delivery date.

We reserve the right to cancel any order, or not deliver any order to you where the full balance owing to us is not received at least five (5) days in advance of your event. In such circumstances, you will forfeit your deposit.

You agree to return all non-consumable or non-disposable property that comes with your catered food order including, for example, chaffing dishes, dishware, cutlery and pans. Where you fail to return such property, you agree that we will bill you, and we may charge your payment method of file with us, for the full replacement costs.

Our delivery times for catered orders are estimates only and may vary based on factors such as traffic, the number of deliveries in your area, acts of force majeure and other factors outside our control. If you have a strict event timeline, you should specify a delivery time well in advance of your event. For hot orders, food temperature will cool during delivery, however, we will provide re-heating and serving instructions. We may use third party delivery contractors to delivery your order, as specified below.

For payment and billing terms related to catering services, please see below. Tips to our delivery drivers and staff are welcome but not required.

Subscriptions and Delivery

We offer weekly and monthly subscription packages.

We deliver our subscription meals on Monday and Thursday of each week. Generally, deliveries are completed between 1:00 p.m. and 8:00 p.m., however, we cannot guarantee a specific delivery time. We, or our delivery service provider(s), can share approximate delivery times on the delivery date, if requested. However, our delivery times are only estimates and may vary based on factors such as traffic, the number of deliveries in your area, acts of force majeure and other factors outside our control. In rare circumstances, we may need to cancel or delay a delivery past the expected delivery date.

The date you receive your first order, or a first order after reactivating a subscription, will depend on the date of your subscription or reactivation, as follows:

  • New Subscriptions completed 48 hours before the next available delivery day (Monday or Thursday) of each week will receive their initial delivery on either the first Monday or Thursday thereafter. For example, if you successfully subscribe on Monday, your first delivery will be on Thursday. If you successfully subscribe on Thursday, your first delivery will be on Monday. However, if you successfully subscribe on Tuesday, your first delivery will be on Monday as it would be less than 48 hours until Thursday.

  • The same 48 hour period applies in the event you reactivate a subscription.

When placing an order in your online account, you may elect to pick-up your orders from a PenguinPick-up location (see https://www.penguinpickup.com). For details about available PenguinPick-up locations, see your account or contact us.

If you do not elect to pick-up your order, we, or our independent delivery service provider(s), deliver orders in bags to the address indicated when you established your account (the “Delivery Address”). It is your responsibility to ensure:

  • The Delivery Address is accurate and up to date; and

  • There is someone available to receive each delivery.

In the event someone is not available to receive your delivery at the Delivery Address, you agree that we may leave your order with a concierge (if applicable and available); or leave your order outside your front door or as instructed by you. If we leave your order with a concierge, it is your responsibility to ensure that appropriate instructions are provided to us and the concierge who will be handling your order.

You agree that where someone is not available at the Delivery Address to receive your order, we shall not be responsible or liable for any lost or stolen orders or the loss or theft of our bags. It is your responsibility to ensure there is a safe place to deliver or leave all orders. In the event of an unreturned, lost or stolen delivery bag and/or ice packs, you agree to pay, and that we may bill to your credit card, the replacement costs of the bag and/or ice packs. We may also elect to make subsequent deliveries using paper bags.

You further agree and acknowledge that our deliveries may be made by third-party independent delivery businesses or contractors.

Billing

Your credit card will be billed prior to delivery, whether we are delivering catered food, one-off orders or subscription orders. For subscribers, the date of your next charge can be viewed in your account on the Website. Where you provide a credit card for your subscription or orders online, your card information is collected via Stripe (see https://stripe.com/ca). You agree to only use a credit card that is held in your own name, as specified in your online account with us.

For catering services, we may bill your credit card for an initial deposit of fifty percent (50%) of your order total. You may also elect to send us an email money transfer to catering@upbeetfoods.com. For any balance owing on or after the event date, you authorize us to bill your credit card via Stripe or Square (see https://squareup.com/ca). You agree and acknowledge that our payment processors may have their own terms and conditions and privacy policies which apply to the collection and use of your personal and credit card information.

For billing related questions, or questions related to our payment processors, please contact us at help@upbeetfoods.com.

Automatic Renewals

Your next billing date is available in your account. Where you purchase a food delivery subscription, your subscription will automatically renew each week, or where applicable, each month (i.e. every four weeks), subject to your account being paused or a week of deliveries being skipped (see below). For example, if you subscribed to a weekly subscription on a Monday, your subscription will automatically renew each Monday and your credit card will be billed. If you subscribed to a monthly subscription, your subscription will renew every four weeks and your credit card will be billed for the full four weeks, in advance.

Pausing a Weekly Subscription

For weekly subscriptions, we permit users to pause or skip a specific number of weeks and reactivate a subscription from within their online account. However, to allow us to properly purchase ingredients, we require at least seven (7) days’ notice to pause a weekly subscription from your next billing date. Your next billing date is indicated in your account. Where you pause a subscription within seven (7) days from your next billing date, you will receive and be billed for any final deliveries made. To pause a subscription:

  • Login to your account on the Website;

  • Click “My Account” → Click “Account Settings” → Click “Upbeet Subscription Plan” → Select “Active” or “Pause” and if applicable, select the duration or number of weeks to pause your subscription.

Skipping a Week of Deliveries for a Monthly Subscription

Unfortunately, we do not permit our monthly subscription plans to be paused, however, you can elect to skip one week of deliveries. To do so, you must provide us with at least 7 days’ notice in your account. To specify the week you would like to skip, follow the instructions in your account settings.

Help with Your Account, Cancellation and Refunds

If you are unable to access your account, or require assistance with pausing or skipping deliveries or cancelling your account, please send a notice of your intent to pause or cancel your subscription via email to help@upbeetfoods.com (the “Cancellation Email”). The subject line of your email must state, “Pause/Cancel Subscription”. In the body of the email, please provide whether you wish to pause or cancel your subscription. Your email must be sent from the email address used to setup your account.

The Cancellation Email must be received and confirmed as completed by a representative of Upbeet Foods before seven (7) days prior to your next billing date.

We do not provide refunds for subscriptions that are cancelled less than seven (7) days prior to your next billing date. At the time of cancellation, we will complete any remaining deliveries that have already been purchased and apply the cancellation or suspension going forward. In the event of an overcharge or billing error on our part, we will review your matter and apply a refund. In other extraordinary circumstances, we may (but have no obligation to) grant a refund. On doing so, we may charge a five percent (5%) processing fee against the refund amount. For questions related to billing, cancellations or refunds, please contact us at help@upbeetfoods.com.

Prices

Prices listed on our Website, quotes and marketing materials shall be deemed to be an invitation to make an offer and are subject to acceptance by us. Even in the event of an automated acceptance by us or our Website, you agree that we shall have the opportunity to review and accept, reject or cancel orders or subscriptions prior to delivery.

You agree to pay all listed prices, taxes, delivery charges and other fees communicated to you, whether on the Website, phone or in person, for orders placed, or subscriptions entered. If any information or terms posted to the Website concerning price, tax, discounts, refunds or cancellations are posted in error, we reserve the right to amend those terms, remove any product from the Website, correct any error or inaccuracy at any time without prior notice or liability to you and reject, correct, cancel or terminate any order, including accepted orders for any reason.

Delivery pricing varies depending on the delivery location. For current delivery pricing, please visit https://www.upbeetfoods.com//delivery-zones-and-pick-up-locations.

Additional terms and disclaimers may be specified on the Website when you are placing an order. Those terms and disclaimers, as amended from time to time, are incorporated by reference and form part of this agreement.

Prices listed on the Website and our marketing materials are subject to change without notice. However, for current subscribers who have received at least one delivery, we will not change the price of your subscription without providing at least fourteen (14) days’ notice. This will permit you enough time to cancel or suspend your subscription if necessary.

Taxes

You agree to pay any and all sales taxes applicable to this agreement or arising in any way from your account and access to and use of the Website and Service or the purchase of products or services from us.

ACCEPTANCE OF RISK AND DISCLAIMERS

ALLERGIES AND DIETARY RESTRICTIONS. WE ARE NOT ABLE TO CUSTOMIZE FOOD ORDERS, SUBSCRIPTIONS OR CATERING SERVICES TO SPECIFIC DIETARY PREFERENCE OR GURANTEE THE ABSENSE OF PARTICULAR INGREDIENTS. FOR THIS REASON, ANYONE WITH FOOD ALLERGIES OR STRICT DIETS SHOULD NOT USE OUR SERVICE.

YOU AGREE THAT IT IS YOUR RESPONSIBILITY AND THE RESPONSIBILITY OF THE PEOPLE YOU OFFER OUR FOOD TO, TO CAREFULLY REVIEW THE MENU CORRESPONDING TO EACH ORDER BEFORE PLACING THE ORDER AND CONSUMING OUR FOOD. IF YOU ARE OFFERING OUR FOOD TO OTHERS, YOU ACCEPT FULL RESPONSIBILITY FOR ENSURING THEY DO NOT HAVE ALLERGIES OR DIETARY RESTICTIONS WHICH WOULD MAKE CONSUMING OUR FOOD DANGEROUS.

IT IS ADVISABLE TO SEEK PROFESSIONAL MEDICAL ADVICE PRIOR TO INITIATING ANY NEW FOOD REGIMEN. WE ARE NOT A MEDICAL ORGANIZATION NOR CAN GIVE ANY MEDICAL OR DIETARY ADVICE. ALL INFORMATION OBTAINED FROM US OR OUR WEBSITE SHALL NOT BE INTERPRETED AS A SUBSTITUTE FOR MEDICAL ADVICE OR A DOCTOR'S CONSULTATION, EVALUATION, OR TREATMENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, EVERYTHING ON OUR WEBSITE, INCLUDING OUR FOOD PRODUCTS AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

YOU AGREE THAT WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED WEBSITE AND SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS OR DELIVERY DELAYS, NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS OR DELAYS MAY CAUSE.

LIMITATION OF OUR LIABILITY

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR, HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL ANY EXISTING SUBSCRIPTOINS OR ORDERS IN ACCORDANCE WITH THESE TERMS AND DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE AMOUNTS PAID BY YOU (IF ANY), OVER THE PRECEEDING ONE (1) MONTH FROM THE DATE YOU RAISE ANY DISPUTE WITH US.

YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND SERVICE, AND IF YOU ARE A PAYING USER, THE FEES PAID BY YOU, REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THE ABOVE SECTIONS, OR ANY PROVISION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS, INCLUDING THE NEGLIGENT ACTS OR OMISSIONS, OF OUR INDEPENDENT CONTRACTORS OR THIRD-PARTY SERVICE PROVIDERS, INCLUDING DELIVERY DRIVERS.

INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM, AMONG OTHER THINGS (I) YOUR VIOLATION OF THESE TERMS, OR ANY POLICY INCOROPRATED BY REFERENCE; (II) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT; (III) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, PRIVACY POLICY OR OTHERWISE; AND/OR (IV) ANY CLAIM FOR DAMAGES SUFFERED BY ANY OF OUR EMPLOYEES, CONTRACTORS, DELIVERY PERSONEL, USERS OR CUSTOMERS AS A RESULT OF YOUR ACTS OR OMISSIONS OR THE ACTS OR OMISSIONS OF PEOPLE FOR WHICH YOU ARE RESPONSIBLE AT LAW, OR WHOM WE, OR OUR DELIVERY PERSONEL COME INTO CONTACT WITH AS A RESULT OF A DELIVERY UNDER YOUR ACCOUNT.

Proprietary Rights

Our Website contains open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. You are not permitted to copy or distribute any content (including but not limited to text, images, trademarks, videos and audio) on the Website without the express consent of the owner. All other contents of the Website including, but not limited to, the computer code, is the property of Upbeet Foods Inc. and/or our independent providers of content ("ICPs") with all rights reserved.

Without limiting the generality of the forgoing, you are not permitted to use any trademark or trade name of Upbeet Foods Inc., including our logo without our express permission.

All rights, title and interest in and to the Website and its contents or components are and will remain the exclusive property of Upbeet Foods Inc., our ICP’s and licensors, including all Intellectual Property Rights (as defined below).

The Website and its contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website or its contents.

Your Content

Our Website may permit you and other users the ability to upload and post content ("User Content"). We do not pre-screen all User Content uploaded or posted to the Website by you or other users. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Website in order to facilitate the ordinary use of the Website. You may delete your User Content at any time.

In addition to our Acceptable Use Policy, available below and incorporated in the Terms by reference, you agree not to use the Website in any manner which may infringe the copyright or other intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory or obscene.

We may, but have no obligation to, remove content and accounts that we determine in our sole discretion to be unlawful, damaging, or in violation of any third-party's intellectual property rights, these Terms or any policy incorporated by reference.

Copyright Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website, please notify us at help@upbeetfoods.com. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.

Linked Sites

Whether or not we are affiliated with sites or third-party vendors that may be linked to our Website or Service, we are not responsible for their content. We and other users may provide links and references to material on other websites not owned or operated by us. Links found on our Website or referenced by us are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding websites at your own risk.

Law of the Contract (Governing Law) and Jurisdiction.

These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within Ontario.

You agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable in Ontario) to settle any disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.

Severability

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Where a provision in these terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.

Waiver of Class Proceedings and Trial By Jury

To the fullest extent permitted by law, you agree to waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the fullest extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on our Website or Service are incorporated by reference, including but not limited to our Privacy Policy and Acceptable Use Policy.

Termination

Though we would much rather you stay, you can stop using our Website and Service at any time. However, prior to cancelling or terminating your account, you must ensure your account is in good standing and you have cancelled all outstanding subscription services at least seven (7) in advance of your next billing date, as that date is specified in your account. To terminate your account please email us at help@upbeetfoods.com.

We reserve the right to suspend your account, any subscription or access to our Website or Service at any time, with or without cause, and with or without notice. In particular, we may suspend your account or refuse to deliver orders if your account is in arrears, if we suspect any fraudulent credit card activity or your billing address does not match the address attached to your credit card.

Although we may provide you with notice of the discontinuance of our Website and/or Service, we make no representation or warranty as to the ongoing availability of our Website, the Service or your account.

You agree that the cancellation, suspension or termination of access to our Website or Service, or your account, shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning your payment obligations, the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website and/or Service, the transfer of control of Upbeet Foods Inc., or otherwise.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Amendments

As our Website and Service continue to change, we may, at any time, revise these Terms and our policies by updating this page (https://www.upbeetfoods.com//terms-and-conditions) or the page hosting the relevant policy. We may also undertake to give you notice of the changes via the email address registered to your account or otherwise provided to us. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you visit our Website or use our Service, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Website and Service after such amendments have been posted. If you do not agree with the amendments, stop accessing the Website and Service.

Other Terms

In the course of using your account with us or using our Website and Service, you may be required or by your actions may be deemed, to consent to the terms of agreements provided by certain third-party service providers, including but not limited to, payment processors, social media login account providers, credit card companies and banks. You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations to us.

Any new features that augment or enhance the current Website and Service, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms. Continued use of the Website and Service after any such changes shall constitute your consent to such changes. In addition, we reserve the right to remove any existing functions of our Website or Service.

Entire Agreement

This is the entire agreement between the parties relating to the matters contained in this document and all documents incorporated by reference and shall not be modified except in writing, signed by a duly authorized representative of Upbeet Foods Inc.

ACCEPTABLE USE POLICY

WE ACCEPT NO RESPONSIBILITY FOR YOUR ACTIONS OR THE ACTIONS OF OTHER USERS OF THE WEBSITE AND SERVICE (WHETHER ONLINE OR OFFLINE).

You agree to use our Website in accordance with the following acceptable use and code of conduct guidelines. In particular, you agree that you:

  1. Will not upload, write, copy, distribute, share, or otherwise use content that is unlawful, obscene, defamatory, libelous, harmful, inaccurate, hateful, harassing, bullying, threatening, racially or ethnically offensive or abusive, that would violate another person's rights (including their intellectual property rights), constitute or encourage a criminal offense, give rise to civil liability, or violate any local, state, provincial, national or international law or regulation, or that is otherwise inappropriate;

  2. Will not upload, write, copy, distribute, share or otherwise use content that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent;

  3. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;

  4. Will not impersonate any person or entity;

  5. Will not access the Website by any means other than through the interface provided by us for use in accessing the Website. This includes not using or launching any automated system, including any spider, robot (or "bot"), scraper or offline reader that accesses the Website in a way that sends more request messages to our servers in a given time period than a human reasonably can produce in the same time period.

  6. Will not use the Website to artificially generate traffic or page links to a Website or for any other purpose not intended;

  7. Will not collect, harvest or store any personally identifiable information, including user account information, from us;

  8. Will not use the Website in a way that has any unlawful or fraudulent purpose or effect;

  9. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website;

  10. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website;

  11. Will not rent, lease, sublicense, transfer, sell, trade, resell or exploit for any commercial purposes any portion of the Website or Service;

  12. Will not use your account for your own commercial purposes by sublicensing any rights granted by the Terms or, in any way, sharing the benefit of your account with others.

  13. Will not use the Website or Service in any way that intentionally or unintentionally violates any applicable local, state, provincial, national or international law, rule or regulation; and

  14. Will not employ misleading e-mail addresses, identity information or falsify information in any part of any communication;

We reserve the right in our sole discretion to revise this policy, which will be posted on the Website.