Effective 1^st February 2023 

1. CONTRACTUAL RELATIONSHIP

Our website www.cafu.ca (the “Website”) and the application under the tradename of CAFU related to it (the “App”) (together the “Platform”) are operated by Sustainable Technology, Energy & Mobility Solutions Canada Inc. as the licensee of the brand CAFU^® together with its affiliates (for all transactions made within Canada with their place of business office address at  3700-1 Place Ville-Marie, Montréal (Québec), H3B3P4, Canada (hereinafter collectively referred to as “Cafu” or “we” or  “us” or  “our”) . 

These Terms of Use are applicable to all visitors, users and others who access and/or use the Website and the App (the “Users” or “you” or “your”). 

Using or accessing any of the services offered by Cafu such as charging services through the Website and/or the App (the “Services”) indicates your acceptance of these Terms of Use, our Privacy Policy without the need for your handwritten signature. Therefore, if you do not accept these Terms of Use, generally or partially, please do not continue to use or access the Services. 

Please read these Terms of Use carefully. Together with our Privacy Policy and other terms available on the Website or on the App, these Terms of Use govern our relationship with you and shall constitute a legally binding agreement between you and us (the “Agreement”). 

This Agreement supersedes any prior agreements or arrangements between Cafu and you. Cafu may immediately terminate this Agreement and/or any provision of Services thereunder, or generally cease offering or deny access to the Services or any portion thereof at its sole discretion, at any time for any reason, without incurring any liability towards you.

Supplemental terms may apply to certain Services, such as Services provided through third-parties, policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you prior to accessing and/or using with the applicable Services (“Supplemental Terms”). Supplemental Terms are in addition to and shall be deemed a part of this Agreement for the purposes of the applicable Services. The provisions of the Supplemental Terms shall prevail over the provisions of this Agreement in the event of a conflict with respect to the applicable Services. 

2. GENERAL CONDITIONS 

By agreeing to these Terms of Use, you:

1. 1. warrant and represent to us that (i) you are at least the age of majority in the country of provision of the Services; and (ii) you are not a person banned from entering into agreements in the country of provision of the Services;
   2. agree that you must not use the Website and/or the App for any illegal, harmful, fraudulent, or unauthorized purpose nor may you, in the use of the Website and/or the App, violate any applicable laws, including but not limited to copyright laws; 
   3. agree that you must not reproduce, duplicate, copy, sell, resell or exploit any portion of the Website and/or the App, without express written permission by us; and
   4. agree that you must not transmit to the Website and/or the App any viruses or any code of a destructive nature.

We reserve the right to prohibit any person from accessing and/or using the Services for any reason whatsoever and at any time without notice. 

We, along with our affiliate companies and/or partners, exclusively own and control all intellectual property rights available on our Website and the App, including, without limitation, text, design, graphics, logos, images, downloads, code and software. Any copying, distributing, posting, linking or otherwise modifying of the Website and/or the App by you without our express written authorization will be considered an infringement of the relevant intellectual property right.

Your telecommunications providers and credit card processing companies may charge you fees in relation to your use of the Services or the Platform as well as when updating the App. These fees are at your expense.

3. CONDITIONS RELATING TO THE SERVICES

The Services constitute a technology platform that enables the Users to arrange and schedule services for your vehicle (the “Vehicle”) such as electric vehicle charging services (the “Charging Services”) as well as other products that available on the App as add-ons (the “Add-ons”) and services that Cafu may provide to you on the Platform. 

When using the Services, you agree to comply with all applicable laws and regulations in the country of provision of the Services. 

Unless otherwise agreed by Cafu in a separate written agreement with you, the Services are made available solely for your personal and non-commercial use. 

Your use of our Services does not constitute a supply of electricity to a premises.

Please note that we may add additional services from time to time to our existing Services provided by us. Any such additions or amendment will be reflected in this Agreement or the Supplemental Terms, and you will be notified accordingly via the Website and the App.

The provision of the Services by Cafu is subject to the following terms and conditions: 

1. Opening of Account 

In order to benefit from the Services, you must download the App on your smart device, follow the instructions and provide all required information in order to create your account (the “Account”) and allow Cafu to provide you with the Services. You should provide personal information and electric Vehicle account credentials requested by Cafu to create the Account and allow Cafu to integrate your electric Vehicle account with the Account, so Cafu to obtain your electric Vehicle details and provide the Services to you. You hereby allow Cafu to collect your personal information and your precise geolocation in accordance with its Privacy Policy. Cafu may send you informational and marketing text messages unless you choose not to receive such messages. 

You are responsible for all activity or transactions that occur under your Account, including unauthorized transactions. You agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Cafu in writing, you may only possess one Account. 

2. Geolocation

You agree to allow Cafu to collect your precise geolocation. We collect this geolocation for the purpose of providing you with the Services and improving your user experience - such as reminding you to request a charge. You may disable your geolocation but be advised this may impact our provision of the Services to you. Please note that we do not use this information for anything beyond service provisions and to better tailor our services to you — for further details regarding how we manage your information, please view the Privacy Policy.

3. User Conduct

You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. 

In certain instances, you may be asked to provide proof of identity to access or use the Services and you agree that you may be denied access to use of the Services if you refuse to provide proof of identity.

4. Network Access & Devices

You must obtain data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device.

You must acquire and update compatible hardware or devices necessary to access and use the Services and any updates thereto. As the use of the Services relies on third party communications and mobile data networks, Cafu does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

You may only access the Services by using authorized means. Cafu reserves the right to terminate this Agreement or order if you use the Services with an unauthorized device. 

5. License

Subject to your compliance with this Agreement, Cafu grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to:

• 1. access and use the Services on your personal mobile device or computer solely in connection with your personal and non-commercial use of the Services; and
  2. access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal and non-commercial use. Any rights not expressly granted herein are hereby reserved by Cafu and its licensors.

6. Third Party Services & Content

The Website and/or the App may contain advertisements or links to third parties’ websites. The Services may be made available or accessed in connection with third party services providers and content (including advertising) that Cafu does not control. You acknowledge and agree to their terms and conditions or terms of use and privacy policies or any other policies or cookies that may apply to your use of such third-party services and content that might differ from this Agreement. Cafu will not be responsible or liable for any products or services of such third-party service providers, for any acts or omissions of any advertiser, etc. Such third-party service providers shall be solely and fully responsible for their third-party services or products provided through the Platform.

Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited are third-party beneficiaries. If you access the Services using applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively by these third parties’ beneficiaries, you must abide by their terms as set forth in the terms of use/service of their applications. These third-party beneficiaries are not parties to this Agreement and are not responsible for the provision or support of the Services in any manner. Your access to our Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of use/service. You agree to comply with any applicable third-party terms when using our Services.

7. vii.Ownership 

The Services and all rights therein are and shall remain Cafu’s property or the property of Cafu’s licensors. Neither this Agreement nor your use of the Services convey or grant to you any rights:

• 1. in or related to the Services except for the limited license granted above; or
  2. to use or reference in any manner Cafu’s company names, logos, product and service names, trademarks or services marks or those of Cafu’s licensors.

8. Text Messaging and Push Notifications

You agree to allow Cafu to send you informational text (SMS) messages and/or Push Notifications for the purpose of delivering the Services and improving your customer experience - for example, if we need to contact you in the event, we are not able to locate your Vehicle. You can opt out of receiving the text messages by replying “STOP” after any text message received but be advised this may impact Services from Cafu to you.

9. Referral Program & Promotional Codes

Cafu may, at its sole discretion, create referral and/or promotional codes (“Promo Codes”) that may be redeemed for Account credit, or other features or benefits related to the Services and, subject to any additional terms that Cafu establishes on a per promotional code basis. You agree that Promo Codes:

• 1. must be used for the intended audience and purpose, and in a lawful manner;
  2. may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Cafu;
  3. may only be used for new unique users, unless expressly permitted by Cafu;
  4. may be disabled by Cafu at any time for any reason without liability to Cafu;
  5. may only be used pursuant to the specific terms that Cafu establishes for such Promo Code;
  6. are not valid for cash; and
  7. may expire prior to your use.

Cafu reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other users in the event that Cafu determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.

10. User Provided Content

Cafu may, at its sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Cafu through the Services - textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. 

However, by providing User Content to Cafu, you grant Cafu a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, use, copy, modify, create derivative works, distribute, publicly display, publicly perform, and otherwise utilize in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services  and Cafu’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You further represent and warrant that:

• 1. you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Cafu the license to the User Content as set forth above; and
  2. neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Cafu’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Cafu in its sole discretion, whether or not such material may be protected by law. Cafu may, but shall not be obligated to, review, monitor, or remove User Content, at Cafu’s sole discretion and at any time and for any reason, without notice to you.

11. Beta Services

Cafu sometimes releases products, services, and features that we are still testing and evaluating (“Beta Services”). Cafu will inform you of any Beta Services that may become available by identifying them as “beta”, “preview”, “early access”, or “evaluation” (or with words or phrases with similar meanings) and may not be as reliable as Cafu’s other services, so please keep that in mind.

4. THE SERVICES

We provide the Services across various countries/locations (the “Area(s)”), either directly or indirectly through our partners, franchisees and/or licensees. Some Services or options, including service levels, technical support hours, and delivery times will vary by geography and certain Services, or Service options may not be available for purchase in your Area. Any and all available Services in your Area shall be indicated on the Platform.

Cafu may modify the Services with or without prior notification subject to the other terms and conditions of amendment under this Agreement, as applicable. 

1. Ordering the Services

You can place your order for the Services by logging into your Account on the Platform and confirming an order prompt sent to you by Cafu. Your Vehicle credentials must be available on your Account to enable Cafu monitor the Vehicle’s charge and location and thereafter suggest an appointment for the Services when your charge is low. You undertake to ensure that information about the Vehicle and its location as provided to Cafu are sufficient, accurate and correct so Cafu easily locates and identifies the Vehicle at the time of Service delivery. If the location of the Vehicle provided is inaccurate or incorrect, we reserve the right to charge you for unsuccessful delivery of the Service you confirmed. Cafu may provide some and/or all the Services, depending on the country of the provision and availability of such Services. 

The Services are provided on an “as available” basis. Cafu reserves the right to cancel or restrict orders for the Services subject to availability and subject to the other terms and conditions of this Agreement. 

In addition to your obligations under a specific Service ordered, you further agree to undertake the following obligations: 

• 1. You must disclose to us all defects in your Vehicle, known or suspected by you, which may be affected by our Services prior to us commencing the provision of the Services.
  2. You shall ensure that your Vehicle is insured at all times.
  3. You will be liable for any death, injury or damage suffered by us or our staff attributable to any defect in your Vehicle or any harmful contents.
  4. You shall inspect your Vehicle within 24 hours from the provision of the Services and complaints should be raised during this timeframe. 
  5. If you are not satisfied with any aspect of the Services, you can submit a complaint to our support team either through our Help Line phone number or write an email to support@cafu.com. All requests and/or claims/complaints should be sent within 24 hours following the provision of the Services. It will be at the discretion of Cafu to take appropriate decision, including a refund if such refund is justified. No refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage of the Services, disruption caused to our Platform either planned, accidental or for any reason whatsoever.
  6. By accessing and subscribing to our Services, you agree to grant us access to the information about the Vehicle to provide you with the Services. You also grant us a permission to take the images of the Vehicle internally and externally, if need be and where possible. This information can be shared with third party service providers when and as it is required. Cafu will make every effort to maintain the accuracy and confidentiality of any such information provided to us. If you wish to make any additions or corrections to the information already provided to us, please transmit it to us via the “contact us” on the Platform.
  7. Subject to the payment terms provided under this Agreement, you shall pay for the Services you order at the price set out on the Platform at the time of the order placement. Cafu shall not process any confirmed Service appointment unless the payment made by you is successful Any amount unpaid will result in us blocking access to your account and recovering the amount with any delay interest rates, damages, collection fees and expenses, lawyers and court fees added to the principal amount.

2. Charging Services and Add-ons Services

Our Charging Services as currently provided in Canada will enable to recharge your electric Vehicle with electricity through our mobile charging units that we own/operate and in some circumstances using charging units that are owned and operated by third parties.

Where you choose to order for Charging Services and the Add-ons, if any, you shall ensure that prior to any delivery, you have all safety measures in place and that there are no risks that might emanate from such delivery. This control must be constant to prevent dangerous situations from arising when fulfilling the orders by us and/or provision of Services to you. Further: 

1. You agree that the delivery of Add-ons will be made along with the Charging Services.
2. Pre-application of tax and any service fees, if any, Cafu will bill you per-minute of your entire charging session based on the speed of charge of your electric Vehicle and the rate of charge your electric Vehicle communicates to the charging unit. However, due to certain factors such as temperature, vehicle efficacy, vehicle usage, vehicle capacity at the start of charging, battery age or power output from the charging unit, the actual speed of charge may vary and thus fall below or rise above the charging price you see at the time when you place your order. As such, by making an order, you understand these factors and agree to pay the charging price disclosed to you at the end of the charging session. 
3. Cafu's employees reserve the right to contact you through various channels Including, but not limited to, phone calls, email, SMS, in-app messaging during the order process in order to ensure proper delivery of the Charging Services and any Add-ons.
4. Cafu will deliver the Charging Services and the Add-ons to the location provided by you. If the location provided is inaccurate or incorrect, we reserve the right to charge
   you the delivery fee for any unsuccessful delivery.
5. Cafu reserves the right not to deliver in case of stockouts or technical difficulties to deliver the Charging Services. No amount will be charged in such a case.
6. Cafu reserves the right to deliver a lower quantity of Charging Services than what is ordered by you if your electric Vehicle capacity is lower than the charge ordered. 
7. Cancelling Add-ons order without cancelling the Charging Services order is not possible.
   In case the cancellation is due to a reason attributable to Cafu or to a Cafu driver, you will not be charged any amount for the order.

• 1. You acknowledge that subject to any other cancellation terms provided under this Agreement, Cafu also reserves the right to cancel or restrict Add-on orders subject to availability and without any liability to you.

To achieve the above, you must:

• 1. agree to abide by all safety instruction as indicated by the Cafu driver and as applicable per applicable laws in the country of provisions of the Services;
  2. ensure that the Vehicle to be charged is parked and the engine switched off;
  3. not enter a designated exclusion zone as will be indicated by the Cafu driver when fulfilling the order (the "Designated Exclusion Zone"); 
  4. make no attempt to operate or tamper with any of the equipment being used either to deliver your Charging Services, or provide a safe environment for the process;
  5. not smoke within the Designated Exclusion Zone;
  6. not use a mobile phone or other electronic device within the Designated Exclusion Zone;
  7. ensure children and/or pets are kept under control and do not interfere with equipment or distract the Cafu driver during the charging of your electric Vehicle;
  8. agree not to attempt to enter or exit the Vehicle during the charging to avoid the potential disruptions during the charging;
  9. not interfere in the driver operations in any way as Cafu will reserve the right to lodge a formal complaint; and 
  10. be respectful to our employees.

Cafu reserves the right to charge a delivery fee if your electric Vehicle is not accessible/charged due to non-compliance to safety requirements. 

Cafu also reserves the right to set a minimum charge order amount on all your orders. Where Cafu sets a minimum charge order and you place an order below such minimum order, you acknowledge and agree that Cafu shall charge you an admin fee in order to reach the minimum order amount.

5. PAYMENT

You are responsible for all fees associated with your purchase of the Services (the “Fees”). We are responsible for communicating those Fees to you clearly and accurately on the App and the Website prior to placing any order and you are responsible to paying the Fees upon requesting a Service. You agree to receive a receipt via email or text or through the App itself following your payment of the Fees. If a modification or cancellation of Services is necessary, Cafu will notify you of this. You are under no obligation to tip your driver for the Services rendered, although we would appreciate if you provided feedback about your experience.

You understand that the use of the Services may result in charges in addition to the Fees (“Charges”). Charges will be inclusive of applicable taxes where required by law and service charges, if any. Charges paid by you are final and non-refundable, unless otherwise determined by Cafu at its sole discretion. All Charges are due for payment at the same time (and in the same way) as the payment of the Fees.  

Payment of the Fees and the Charges will be facilitated by Cafu using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid, or otherwise not able to be charged, you agree that Cafu may automatically use the secondary payment method from your Account, if available. It may be that specific pricing terms will apply to your Account, depending on promotions, the type of device, type of subscription and the term you select at the time of purchase (e.g., monthly plans, etc., as described in more detail below). 

By placing a purchase order on the Platform, you agree that:

• your email address may be included in our marketing email list at Cafu. You agree that Cafu will send you a receipt by email or text message, and/or through the App. This electronic receipt is sufficient for all purposes, including any specific requirements under applicable laws. If you prefer to receive a paper receipt, please contact support@Cafu.com within 30 days of each fill, to request a physical receipt which will be mailed to you at our earliest convenience. 

We reserve the right to change the Fees for our Services without prior notice. However, all such Fees will be reflected on the Platform prior to you making an order. 

6. SUBSCRIPTION PLANS 

Cafu offers on-demand, monthly plans and annual plans. In the event you subscribe for the monthly or annual plans, you agree to be charged each month for the same amount of the monthly subscription. Some of our subscription plans renew automatically unless such subscription is cancelled by you. In this case, you acknowledge and agree that we are authorized to use the payment information on file for the renewal fee. The date that your subscription is automatically renewed is provided on your Account and payment confirmation email sent after your initial purchase. If you purchase a monthly plan, you will be charged for the full month’s payment each month; if you purchase a yearly plan, you will be charged for the entire year at one time. Please note that we may use a third-party payment processor to facilitate your payments. Specific additional charges may apply by the third-party payment processors and to which you agree. 

We may offer subscription plans that combine one or more of our Services subject to the terms and conditions mentioned under each subscription plans. 

You may not change the Vehicle(s) subscribed under any of the subscription plans. 

By providing payment information to us, you agree that the payment information is valid and, in your name, or in the name of an individual who has authorized you to use their payment information for your purchase or subscription of the Services.

In the event you wish to cancel your subscription, you should inform us at support@cafu.com or cancel it on the App before the end of your billing cycle. In case of cancellation, you will still be able to use the Services until the end of your billing cycle. 

7. MODIFICATIONS AND CANCELLATIONS

Cafu, at its sole discretion, reserves the right to create, modify, and remove Charges for any or all Services obtained through the use of our App and/or Website. Cafu may from time to time provide certain users with Promo Codes and discounts that may result in different amounts charged for the same or similar Services obtained through the use of our App and/or Website. You agree that such Promo Codes and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to provision of the Services, in which case you may be charged a cancellation fee at our discretion. Any refund will be done through the original mode of payment and if such refund is justifiable at the sole discretion of Cafu. 

Cafu may, at its sole discretion, elect not to provide specific Services to you without any justification (for example not to charge a requested Vehicle if Cafu deems it unsafe to do so or if charging the Vehicle would violate an applicable law, code, standard, or procedure). In such an event, the request may be cancelled by Cafu, and you may be notified and asked to move your Vehicle to a safe filling area. If the request is cancelled by Cafu, no payment will be charged, and the Account holder will be notified.

Any change/cancellation to the order shall be made at least two (2) hours prior to the confirmed timeslot (the “Timeline”). Otherwise, the order will be delivered as per your initial request. However, if you wish to cancel the order after the Timeline, Cafu may charge you a late cancellation fee. 

Cafu will reserve the right to cancel the order at any time at its sole discretion and shall notify you on the cancellation via text messages or the Platform. No amount will be charged in such a case.

8. DISCLAIMERS & LIMITATION OF LIABILITY

We will not be liable for damages or losses arising from your use or inability to use the Website, the App or the Services, or otherwise arising under this Agreement. Please read this section carefully as it limits our obligations and liability towards you.

Disclaimer 

You will use the Services at your own risk. The Services are provided on an “as is” and “as available” basis. Cafu disclaims all representations and warranties, express, implied, or statutory, not expressly set out in the Agreement, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, Cafu makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Services or any services or goods requested through the use of the Services, or that the Services will be uninterrupted or error-free. 

Cafu does not guarantee the quality, suitability, safety of the power/charge and/or Add-ons provided to you. 

You agree that the entire risk arising out of your use of the Services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law in the country where the Services are provided.

 

Limitation of Liability

Cafu shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Services, even if Cafu has been advised of the possibility of such damages. Cafu shall not be liable for any damages, liability or losses arising out of your use of or reliance on the Services or your inability to access or use the Services. Cafu shall not be liable for delay, failure in performance, or other injuries resulting from causes beyond Cafu’s reasonable control. 

Furthermore, Cafu is not liable for any other intangible losses resulting from:

• The use of or reliance on the Services or your inability to use the Service;
• The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or transactions entered into through or from the Service;
• Unauthorized access to or alteration of your account or data;
• Statements or conduct of any third party on the Service; or
• Any other matter relating to the Services.

Cafu also assumes no liability or responsibility for a delay, failure in performance, any bugs, viruses, trojan horses or the like that be transmitted to or through the Services by any third party and/or any user content or the defamatory, offensive, or illegal conduct of any third party, or any other injury resulting from causes beyond Cafu’s reasonable control.
The limitations and disclaimer in this section do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.

9. INDEMNIFICATION

You are responsible for your use of the Website, the App and the Services, and you will indemnify and hold Cafu and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together “Cafu Entities”) from and against any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in any way connected with:

• your access to, use of, or alleged use of, the Services obtained through your use of the App and/or the Website;
• your breach or violation of any of these terms and conditions of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation;
• Cafu’s use of your User Content;
• your violation of the rights of any third party, including but not limited to any intellectual property right or publicity, confidentiality, other property, or privacy, right; or
• any dispute or issue between you and any third party.

We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defence of that claim.

10. DATA PRIVACY AND SECURITY

You hereby consent to the collection and/or processing of your personal data by Cafu. Cafu is committed to protecting the personal data that Cafu receives from you, or otherwise processes, in the course of or in connection with the Services according to the Privacy Policy. 

11. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by and construed in accordance with the laws of the country where the Services are provided.

You and Cafu agree that we will attempt in good faith to resolve any dispute or claim arising out of or in relation to this Agreement through negotiations between a representative of each of the parties with authority to settle the relevant dispute. If the dispute cannot be settled amicably within fourteen (14) days from the date on which either Party has served written notice on the other of the dispute, then the remaining provisions of this arbitration clause shall apply.

Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services, or this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be exclusively and finally resolved by arbitration in accordance with laws of the Province of Quebec and the federal laws of Canada applicable therein, as applied to agreements entered into and completely performed in the Province of Quebec. One arbitrator appointed in accordance with the rules of law applicable in Quebec shall resolve the Dispute. The place of arbitration shall be Quebec, Canada. The language of arbitration shall be English. The existence and content of the arbitration proceedings, including documents and briefs submitted by the Parties, correspondences between the Parties, correspondence from the arbitrator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

12. NO CLASS ACTION

You and Cafu agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Cafu agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

13. CHANGES OR AMENDMENTS

You can review the most current version of these Terms of Use at any time on the Website and the App. 

We reserve the right, at our sole discretion and at any time, to update, change or replace any part of these Terms of Use by posting updates and changes to our Website and App. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

14. SEVERABILITY 

The provisions contained in each paragraph in these Terms of Use shall be enforceable independently of each of the others and the validity of any of those provisions shall not be affected if any of the others is invalid. If any of those provisions is void but would be valid if some parts of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.

15. NOTICE

Cafu may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class/registered mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Cafu, with such notice deemed given when received by Cafu, at any time by email to legal@cafu.com..

16. CONFIDENTIALITY

You shall not disclose any terms or the existence of this Agreement to anyone other than your attorneys, accountants, and other professional advisors under a duty of confidentiality. 

17. GENERAL PROVISIONS

1. Assignment 

You may not assign this Agreement without Cafu’s prior written approval. Cafu may assign the Agreement without your consent to:

• 1. a subsidiary or affiliate;
  2. an acquirer of Cafu’s equity, business or assets; 
  3. a licensee, a franchisee or a partner; or
  4. a successor by merger.

Any assignment in violation of this section shall be void. 

2. No Partnership/Agency

No joint venture, partnership, employment, or agency relationship exists between you and Cafu as a result of this Agreement or the use of the Services. 

3. Waiver

 Cafu’s failure to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Cafu in writing.

4. Entire Agreement

This Agreement contains the entire Agreement between you and Cafu regarding the use of the Website, the App and the Services and supersedes all previous negotiations or agreements both orally and in writing regarding the subject matter of this Agreement.

   

You can review the most current version of these Terms of Use at any time on our website. 

We reserve the right, at our sole discretion and at any time, to update, change or replace any part of these Terms of Use by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to the Website, the App or the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

By using our Services, you acknowledge that you have read these Terms of Use, understand them and agree to be bound hereby.

18. CONTACTING CAFU

If you have any questions about these Terms of Use, you may contact us at legal@cafu.com