TERMS OF USE AGREEMENT

Effective Date: August 5, 2022

THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME (“Terms”), ARE A BINDING CONTRACT BETWEEN COFFEE CHAT CANADA INC.(“COFFEE” or “we”) AND YOU (“you”). YOU MUST READ AND AGREE TO THESE TERMS, INCLUDING THE PRIVACY POLICY,BEFORE USING THE COFFEECHAT.BIZ WEBSITE (the “Site”) OR ANY SOFTWARE, APPLICATIONS, FEATURES OR FUNCTIONALITY AVAILABLE ON OR THROUGH THE SITE (COLLECTIVELY, THE “COFFEE PLATFORM” AND “THE SERVICES”).BY USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

1. DESCRIPTION OF SERVICES; MINIMUM AGE REQUIREMENT
1.1. Description of Services.

The Coffee Platform is where professional contacts come together, allowing users (“Coffee Users”) to communicate including through messages,voice and video calls, sending images and video, and sharing location with others when they choose.

Coffee Users can use the Coffee Platform to book meetings, encounters, events or other services provided by Coffee Providers. We do not own, control, offer or manage any Provider Services. The terms “Coffee Providers” and “Coffee Services” are defined in Section 6 below.

Coffee Providers are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to their Provider Services.

Coffee Users are solely responsible for their interactions with other Coffee Users. COFFEE does not conduct criminal background checks on any users and otherwise does not inquire into the background of its users. COFFEE makes no representations or warranties as to the conduct of users.

1.2. Age Requirement.
You must be at least 18 years old to use the Services.

2. MODIFICATIONS TO TERMS
2.1. Procedure.

At any time, COFFEE may change these Terms, which includes the Privacy Policy and any other agreement that is incorporated by reference into these Terms. We will provide notice to you of any material change in the Terms by posting notice to the Site and sending you an email to the email address that we have on record for you. Your continued use of the Services thirty (30) days after our notice to you of a change in the Agreement will mean that you have agreed to be bound by the amended Agreement.

2.2 Your Obligation to Stay Current.
It is critical that you keep your email contact information correct and updated with Us at all times. In addition, we encourage you to check back regularly to review these Terms at least once every thirty days.

3. MODIFICATIONS TO SERVICES
We reserve the right to modify or discontinue, and restrict or block access to, the Services without notice to you. We may modify or remove any Content from the Services at any time without notice to you, including removal of Content that we believe to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable. We are not liable for any such modification, suspension, discontinuance or removal, and any such action by us will not affect Our license to your Content as stated in Section 5 below.

4. POSTING CONTENT ON THE SERVICES; REPRESENTATIONS AND WARRANTIES
4.1. Content Protected by Intellectual Property Rights.

Any content available through the Services, including applications, software, text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and other works of authorship (collectively, “Content”) is protected by the intellectual property rights of COFFEE or its licensors.

4.2. Your Warranties.
By displaying or publishing (“posting”) any Content on the Services, you warrant and represent that:

(a) you own all rights in your Content or, alternatively, you have sufficient rights in your Content to grant to COFFEE the rights described in these Terms;
(b) you will pay all license fees, clearance fees, and other financial obligations of any kind, arising from any use of your Content;
(c) you are the individual pictured, depicted, and/or heard in your Content or you have obtained permission from each person (including consent from parents or guardians for anyone under the age of eighteen (18)) who appears and/or is heard in your Content to grant the rights to COFFEE described in these Terms; and
(d) your Content is not defamatory, does not infringe the intellectual property rights, privacy, rights to publicity or any other legal or moral rights of any third party.

By using the Services, you warrant and represent that you will not violate our Community Guidelines at www.coffeechat.biz/community-guidelines/, as updated from time to time.

4.3. Establishing an Account.
To use the Services including to post Content on the Site, you must first complete the Site registration process to create an account with a user name and password (the “Account”). You may not share your password with anyone. You must always provide accurate current and complete information to COFFEE for the Services. You must update such information in a timely manner to maintain its accuracy and completeness. Any use of the Services through your Account will be deemed as being used by you. COFFEE is entitled to rely on the contact and other information that is supplied to us through your Account. Your Account is non-transferable and non-assignable.

5. OWNERSHIP OF RIGHTS; LICENSE RIGHTS; USER SUBMISSIONS
5.1. Ownership of Your Content.

You retain ownership of your rights in any Content you post to the Services, subject to the non-exclusive rights that you grant to us as described in these Terms.

5.2. Your License to COFFEE.
You hereby grant COFFEE a worldwide, royalty-free, freely transferable, freely sublicensable (through unlimited levels of sublicense), non-exclusive license to use, reproduce, modify, transmit, distribute, publicly perform and display (including in each case by means of a digital audio transmission), advertise in, on, and around, and create derivative works of the Content, in any form, media, or technology now known or later developed. You also hereby waive any moral rights you may have in such Content under the laws of any jurisdiction. We may (but are not obligated to) display your Content, including your username and your actual name (according to the preferences you select).

5.3. Your Right to Terminate the License.
You may remove or modify Content that you post on the Site. If, prior to such removal or modification, COFFEE has distributed, or developed specific plans to distribute, any electronic, printed, or other materials containing such Content (e.g., in advertising, promotion or otherwise), then COFFEE has a limited right to continue to distribute those materials. If you want COFFEE to stop distributing the materials, simply send us written notice to stop distributing such materials, in which event we will stop distributing the materials within thirty (30) days. Your notice must be signed by you, include your telephone number and email address, and be sent by registered mail, postage prepaid, to Coffee Chat Canada Inc., 16 Rodney Blvd. Toronto, Ontario, Canada, M2N 4B6, Attn: Copyright Agent. In addition, the notice must clearly identify the Content at issue, describe the specific use of the Content you wish to end, and contain statements that you own or have an exclusive right to the Content and that all the information in the notice is true and correct. The thirty-day period for COFFEE to stop distributing your Content begins only oncCOFFEE has received a notice complying with the requirements of this Section 5.3

When you submit ideas, suggestions, documents, or proposals (collectively, “Submissions”) to COFFEE through our “Contact Us” web page located at www.coffeechat.biz/contact-us/ you represent, warrant, and agree that: (a) your Submissions do not include confidential or proprietary information; (b) if we so choose, COFFEE may use and disclose your Submissions in any way; and (c) COFFEE has no obligation to pay or reimburse you for your Submissions or our use of your Submissions.

6. COFFEE PROVIDERS (VENDORS)
If you are a legal resident of Canada or the United States and a holder of a COFFEE Account in good standing, you are eligible to enroll as a “Coffee Provider” and offer services (the “Provider Services”). If you are interested in registering for the Provider Services, please visit www.coffeechat.biz/vendors/. As part of the registration process, you must read and agree to the Coffee Provider Supplemental Terms of Use (“Supplemental Terms”). The Supplemental Terms are part of and incorporated into these Terms.

7. PROHIBITED CONTENT
You must not post to the Services any Content that, as reasonably determined by COFFEE, is or appears to be:

(a) untrue, misleading, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive to another person’s privacy or protected data, hateful, or racially or otherwise objectionable;
(b) infringing upon a third party’s intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, including any Content that is the subject of any claim of infringement;
(c) of a type that you do not have a right to transmit under any law or under contractual or fiduciary relationships, such as proprietary and confidential information;
(d) unsolicited, undisclosed or unauthorized advertising;
(e) software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
(f) data or information obtained through access that was not authorized by the owner, or that you are not authorized to post; or
(g) in violation of any applicable local, provincial, state, national or international law (including export laws).

8. PROHIBITED CONDUCT; LIQUIDATED DAMAGES FOR SPAM
8.1. Prohibited Conduct.

You must not do, or attempt to do, any of the following, as reasonably determined by COFFEE, subject to applicable law:

(a) access or use the Services in any way that is not in compliance with any applicable local, provincial, state, national or international law (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with these Terms;
(b) access, tamper with, or use services or areas of the Services that you are not authorized to access;
(c) alter information on or obtained from the Services;
(d) tamper with postings, registration information, profiles, submissions or Content belonging to COFFEE or other users of COFFEE;
(e) use any robot, spider, scraper or other automated means or interface not provided by us to access the Services or extract data or gather or use information, such as email addresses, available from the Services or transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters”;
(f) frame any part of the Services, or link to the Services, or otherwise make it look like you have a relationship to us or that we have endorsed you or your Content for any purpose except as expressly permitted in writing by COFFEE;
(g) impersonate or misrepresent your affiliation with any person or entity;
(h) reverse engineer any licensed software, application or any other aspect of the Services or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Services;
(i) send to or otherwise impact us or the Services (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, “spyware,” “adware” or other code that could adversely impact the Services or any recipient; or
(j) take any action which might impose a significant burden (as determined by us) on the Services’s infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Services.

8.2. Liquidated Damages.
IF YOU SEND UNSOLICITED COMMERCIAL EMAIL OR ADVERTISING, BULK EMAIL, SPAM, OR CHAIN LETTERS (COLLECTIVELY, “UNSOLICITED EMAIL OR OTHER COMMUNICATION”) THROUGH THE SERVICES, YOU ACKNOWLEDGE THAT YOU WILL HAVE CAUSED SUBSTANTIAL HARM TO COFFEE, BUT THAT THE AMOUNT OF THE HARM WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN. AS A REASONABLE ESTIMATION OF SUCH HARM, YOU WILL PAY LICENSOR $40 USD FOR EACH SUCH UNSOLICITED EMAIL OR OTHER COMMUNICATION.

9. MONITORING OF SERVICES CONTENT; RESOLUTION OF USER DISPUTES
9.1. No Duty to Monitor.

We are under no obligation to restrict or monitor Services Content in any way. COFFEE DOES NOT REGULARLY MONITOR THE ACCURACY OR RELIABILITY OF CONTENT. However, we reserve the right to modify or remove any Content at any time. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third parties, including other users, are those of the respective author(s) and not of COFFEE. COFFEE neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Services.

9.2. Right to Resolve Disputes.
COFFEE has the right but not the obligation to resolve disputes between users relating to the Services and COFFEE’s resolution of a particular dispute does not create an obligation to resolve any other dispute. COFFEE’s resolution of any dispute is final with respect to the Services.

10. PROTECTION OF CONTENT
10.1. License by COFFEE to You.

You must respect the intellectual property laws protecting our Services. COFFEE grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license, under the rights COFFEE has in the Content, to privately display and perform the Content on your computer for your own personal, noncommercial purposes.

10.2. Downloadable Applications.
Some applications available through the Services require that you download software from the Site (the “Software”) onto your computer. When you download the Software, subject to your compliance with any purchase pathway for the Software, COFFEE grants you a limited, non-transferable, non-sublicensable, non-exclusive license, under the rights COFFEE has in the Software, to download, privately display and perform one copy of the Software per computer for your own personal, noncommercial purposes. In addition, you may make one additional copy of the software for archival purposes only. To the extent permitted under applicable law, you may not use the Software for any other purpose. You must not post the Software to a public or peer to peer network. Various technologies may not be consistent across all platforms and the performance and some features offered by COFFEE may vary depending on your computer and other equipment.

10.3. Reservation of Rights.
On its own behalf and the behalf of its licensors, COFFEE reserves all rights in the Content, including the Software, not expressly granted in this Section 10. COFFEE does not in any way grant any other rights to you. Except as expressly stated in this Section 10, you may not reproduce, distribute, modify, publicly perform or display, or prepare derivative works of any Content, including any Software, without prior written consent from COFFEE or other third-party owners of the rights in that Content (if any).

11. PRIVACY POLICY
Please see our Privacy Policy at www.coffeechat.biz/privacy/. Our Privacy Policy is part of and incorporated into these Terms. We reserve the right to contact you about these Terms or any Content or activities relating to the Services.

12. TERMINATION OR CANCELLATION
12.1. Right to Terminate.

We may, at any time, without notice to you, terminate your access to the Services, and your Account, or block your access to the Services if we believe in our sole discretion that you may have violated these Terms or have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of COFFEE, our users, or any other person.

12.2. Notice of Termination.
If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Site or by sending a communication to any address (email or otherwise) that we have for you in our records.

12.3. Effect of Termination.
Upon termination of your Account or the Services, your agreement with COFFEE pursuant to these Terms will also terminate, except that the following provisions survive the termination: Section 4 “Posting Content on the Services; Representations and Warranties,” Section 5 “Ownership of Rights; License Rights; User Submissions,” Section 10 “Protection of Content,” Section 14 “Indemnification,” Section 15 “Disclaimer of Warranties,” Section 16 “Exclusion of Damages; Limitation of Liability,” and Section 20 “Additional Terms” and the Privacy Policy. If your Account or access to the Services is terminated, you may no longer have access to the Content you posted on the Services.

13. DEALINGS WITH THIRD PARTIES; LINKS
13.1. Advertisements and Links.

The Services contains advertisements, offers, or other links to sites or properties of third parties including Coffee Providers that we do not control. Advertisements and other information provided by third parties may not be wholly accurate. COFFEE is not responsible or liable for (i) the availability or accuracy of such sites or advertisements; or (ii) the content, products or services available from such sites. The inclusion of any link on the Services does not imply that we endorse the linked site. You use the links at your own risk. COFFEE’s Privacy Policy is applicable only when you are on our Site. Once you link to another Web site, its privacy statement applies to any personal information you supply.

13.2. Transactions with Third Parties.
Your transactions and other dealings with third party Coffee Providers, merchants or advertisers that are found on or through the Services, including “click to purchase,” “co-registration,” and other similar programs, including payment and delivery of related goods or services, are solely between you and such Coffee Provider, merchant or advertiser.

14. INDEMNIFICATION
You agree to hold COFFEE and Coffee Chat Canada Inc., and their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns (collectively, the “Indemnified Persons”), harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including reasonable attorneys’ fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the software, and other aspects of the Services and the Content; (ii) your violation of these Terms, and any applicable law or the rights of another person or party; (iii) any dispute you have with any user of the Services and any dispute you have related to any merchant or advertising found on or through the Services; (iv) COFFEE’s resolution (if any) of any dispute you have with any user of the Services; (v) your improper authorization for COFFEE to collect, use or disclose any Content provided by you; and (vi) any disclosures made with your permission.

15. DISCLAIMER OF WARRANTIES
COFFEE PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COFFEE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, SOFTWARE, OR CONTENT INCLUDED IN THE SERVICES OR THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH, OR FOLLOWING USE OF THE SERVICES. COFFEE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COFFEE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE URGE YOU TO KEEP BACKUP COPIES OF YOUR PERSONAL CONTENT, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SERVICES. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY RESULTING COSTS OR DAMAGES. IN NO EVENT WILL COFFEE’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF THE AMOUNT PAID, IF ANY, BY YOU TO COFFEE FOR THE SERVICES AND USD $100 WHILE YOU HAVE AN ACCOUNT.

COFFEE TAKES NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER COFFEE USER OR THIRD PARTY POSTS, SENDS OR RECEIVES THROUGH THE SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

16. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE INDEMNIFIED PERSONS ARE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, STATUTORY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, (II) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH, OR FOLLOWING USE OF THE SERVICES; OR (III) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, EVEN IF COFFEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF THE INDEMNIFIED PERSONS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO COFFEE.

17. COPYRIGHT INFRINGEMENT
COFFEE respects the intellectual property rights of others and requests that users of the Services do the same. If you believe that your work is being used on the Services in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:

a. the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
b. identification of the copyrighted work that you claim has been infringed;
c. identification of the material that is claimed to be infringing and information reasonably sufficient to permit COFFEE to locate the material (for example, by providing a URL to the material);
d. your name, address, telephone number, and email address;
e. 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; and
f. a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Our designated agent to receive notification of claimed infringement can be reached at:
Copyright Agent
16 Rodney Blvd. Toronto, Ontario, Canada M2N 4B6
info@coffeechat.biz
It is our policy to terminate in appropriate circumstances any Account or user for repeated infringement of intellectual property rights, including copyrights, and we also reserve the right to terminate an Account or user for even one instance of infringement.

18. CUSTOMER SUPPORT
We have no obligation to provide you with customer support of any kind. However, we may provide you with customer support from time to time, at our sole discretion, if you have created an Account and you submit your customer support questions using your Account.

19. NOTICES AND CONTACT INFORMATION
Except as otherwise provided in these Terms, COFFEE will give you any notices by posting them on the Site. Since notice of any material change to the Terms will be posted to the Site for at least thirty (30) days, we encourage you to visit the Site at least that often. You also authorize COFFEE to send notices (including notice of subpoenas or other legal process, if any) via electronic mail to the email address that we have on record for you. You must check the Site for notices, and you will be considered to have received a notice when it is made available to you by posting on the Site or when sent by COFFEE via electronic mail, whether or not received by you. COFFEE may provide notice to any email or other address that you provide to us. You must keep your address current and any notice sent by COFFEE to the address that you have most recently provided is effective notice. With the exception of notices related to removal of licensed material and to copyright infringement as described in Sections 5 and 17 above, respectively, you must send us any notice by mailing it to our address as listed above in Section 17.

20. ADDITIONAL TERMS
20.1. Agreement to Conduct Transactions Electronically.

All your transactions with or through the Services may, at our option, be conducted electronically from start to finish. If we decide to proceed non-electronically, those services will still be governed by the remainder of these Terms unless you enter into different terms on a form provided by us. If the law allows you to withdraw this consent or if we are ever required to deal with you non-electronically, we reserve the right to charge or increase fees and you agree to print or make an electronic copy of the Terms and any other contract or disclosure that we are required to provide to you.

20.2. Compliance with Laws.
You are responsible for compliance with applicable local laws. Access to the Services Content by certain persons or in certain countries may not be legal.

20.3. No Agency; No Third Party Beneficiary.
These Terms do not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship. Except for the Indemnified Persons, there are no third party beneficiaries of these Terms.

20.4. Severance.
If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full effect, provided that the allocation of risks described in these Terms is given effect to the fullest extent possible.

20.5. Assignment.
These Terms are personal to you and you may not transfer, assign or delegate them to anyone without the express written permission of COFFEE. Any attempt by you to assign, transfer or delegate these Terms without the express written permission of COFFEE will be null and void. COFFEE has the right to transfer, assign and delegate these Terms to one or more third parties without your permission.

20.6. Jurisdiction; Choice of Law; Export Limitations.
This Services is controlled by us from our offices in Canada and is directed to Canadian and U.S. users. If you access the Services from locations outside Canada or the U.S., you do so at your own risk and you are responsible for compliance with applicable local laws. You may not use or export anything from the Services in violation of any export laws and regulations or the Terms. These Terms and all performances and claims of every nature between us are governed by the laws of the Province of Ontario, Canada, without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. You and COFFEE submit to the exclusive personal jurisdiction and venue of the provincial and federal courts located within Toronto, Ontario.

20.7. Limitations on Actions.
Any action concerning any dispute with respect to the Services must be commenced within one year after the cause of the dispute arises, or the cause of action is barred.

20.8. Interpretation.
The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect. As used in these Terms, the words “include” and “including” are meant to be illustrative and not exhaustive.

20.9. Entire Agreement.
These Terms (including terms incorporated into them, e.g., the Privacy Policy and Supplemental Terms) and any policies and guidelines posted to the Services by COFFEE comprise the entire agreement (the “Entire Agreement”) between you and COFFEE with respect to the use of the Services and supersede all contemporaneous and prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement.

20.10. No Waiver.
The failure of any party to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or that party’s right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.

LEGAL NOTICES.
NOTICE OF AVAILABILITY OF FILTERING SOFTWARE
All users are hereby informed by the provider of this interactive computer service that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors.

NOTICE RE TRADEMARKS
The trademark COFFEE CHAT and all other trademarks used in the Services are owned or used under license by COFFEE and its affiliated organizations. The names of third parties and their products mentioned may be their trademarks. You may not use any of the above or other trademarks displayed on the Services or in any Services content. All rights are reserved.

NOTICE RE COPYRIGHT OWNERSHIP: © CoffeeChat Canada Inc. All rights reserved.

Supplemental Terms for Coffee Providers

1. Coffee Provider Services on the Coffee Platform.

1.1 Coffee Provider. COFFEE offers you the opportunity to offer your establishment, venue, or other Provider Services with our community of Coffee Users by creating a Provider Account and posting your price, availability, and provider rules.

1.2 Contracting with Coffee Users. When you receive a booking confirmation through the Coffee Platform or otherwise receive a Coffee User at your premises, you are entering into a contract directly with the Coffee User, and are responsible for delivering the Provider Services under the terms and at the price specified in your posting. You are also agreeing to pay applicable fees like COFFEE’s services fee (and applicable taxes) for each booking. We will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms or conditions that you include in any supplement contract with Coffee Users must: (i) be consistent with these Terms, our policies, and the information provided in your posting, and (ii) be prominently disclosed in your posting.

1.3 Independence of Coffee Providers. Your relationship with COFFEE is that of an independent individual or entity and not an employee, agent, joint venturer or partner of COFFEE. We do not direct or control your Provider Services and you understand that you have complete discretion whether and when to offer services and at what price and on what terms to offer them.

1.4 Creating and Managing Your Venue. Your posting must include complete and accurate information about your Provider Services, your prices, and any rules or requirements that apply. You are responsible for your acts and omissions as well as for keeping your venue information (including calendar availability) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Provider Services and suggest you carefully review policy terms and conditions like coverage details and exclusions.

1.5 Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations and contracts with third parties that apply to your establishment or venue or Provider Services.

1.6 Facilities. You represent and warrant that your use of the Services to market, advertise and sell food and drinks does not violate any applicable law or regulation, including but not limited to applicable provincial food premises regulations, public health measures, and the like. For example, for the City of Toronto, you represent and warrant that your use of the Services complies with all requirements of the “DineSafe” food safety program, applicable COVID-19 public health measures, including periodic inspections by the local public health unit.

1.7 Cancellations. In general, if a Coffee User cancels a reservation, the amount paid to you is determined by the cancellation policy that applies to that reservation.

1.8 Taxes. As a Coffee Provider, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income or other taxes.