Fresh Prep Terms & Conditions
1. ACCEPTANCE OF THE FRESH PREP TERMS AND CONDITIONS
1.1 Binding Agreement. Welcome to Fresh Prep! These Terms and Conditions constitute a legal agreement and are entered into by and between you and Fresh Prep Foods Inc. (“Fresh Prep”, “we”, “us”, “our”) so please read them carefully. These Terms and Conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, the “Terms”), govern your access to and use of our products, services, content, and website (such products, services, content, and website, collectively the “Services”).
Fresh Prep Foods Inc. is a BC corporation, whose principal place of business is
188 VICTORIA DRIVE
VANCOUVER BC V5L 4C3
CANADA
You can contact us at hello@freshprep.ca or at 604-569-2699
1.2 Acceptance. BY ACCESSING, USING, ORDERING, OR RECEIVING ANY OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY MEAL INGREDIENTS), OR BY CLICKING A BUTTON OR CHECKING A BOX INDICATING THAT YOU ACCEPT THESE TERMS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY, FOUND AT WWW.FRESHPREP.CA/PRIVACY INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS, USE, ORDER, OR RECEIVE ANY OF THE SERVICES .
1.3 Entity. If you are accessing, using, ordering, or receiving any of the services on behalf of an entity, then you represent and warrant that you: (i) are an authorized representative or agent of that entity with the authority to bind such entity to these terms; and (ii) agree to these terms on behalf of such entity. In such a circumstance, the words “you” and “your” as used in these terms will refer to and apply to both that entity and you personally.
1.4 Age of Majority. You represent and warrant that you are the legal age of majority under applicable law to form a binding contract with Fresh Prep and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access, use, order, or receive any of the Services.
1.5 Notice of Waiver of Class Action. Article 14 of these terms contains a waiver of your right to participate in class actions against Fresh Prep and its affiliates.
2. MODIFICATION
2.1 Modification of Terms. We reserve the right to amend these Terms and any document referred to herein, or any part thereof, at any time, by posting the amended version on this site or by providing you notice at the email address associated with your account with Fresh Prep (“Account”). Such amendment will become effective and apply to you seven days after such notice unless prior to such amendment taking effect: (a) if you do not have an Account, you permanently cease using Services; or (b) if you have an Account, you delete your Account in accordance with Section 3.8 and permanently cease using the Services. Your continued use of the Services after such seven day notice period confirms your consent to and acceptance of such amendment, even if you deleted your Account. The most current version of these Terms will govern your use and access of the Services, including without limitation any content made available on or through the Services. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
2.2 Modification of Services. The Services may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is restricted to users or unavailable at any time or for any period.
3. ACCOUNT REGISTRATION AND SECURITY
3.1 Registration. To access and use some of the Services, you must first complete the registration process to create an Account, which may involve: (a) registering a unique username and password (collectively, "Credentials"); (b) providing contact information, such as your name, phone number, email address, and delivery address; (c) providing payment and billing information; and (d) and providing us with any other information we request on the Account registration form. Only one Account is permitted per household.
3.2 Registration Data. During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the Account registration form (such information being the "Registration Data"). You will also maintain and promptly update the Registration Data and other Account data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Fresh Prep has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Fresh Prep has the right to suspend or delete your Account and refuse delivery of any and all current or future Services to you.
3.3 Phone Number. By providing us with a phone number, you consent to receive calls and text-messages (SMS) from us and our Affiliates regarding the Services. Standard rates apply. Subject to reasonable processing times, you may opt-out of these communications by using the unsubscribe mechanism provided to you.
3.4 No Account Sharing. Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other person to use your Account or Credentials, and you will immediately notify Fresh Prep if you know or suspect that your Account or Credentials have been used by any other person. You shall not use or access an Account which is not your own. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. You also agree to ensure that you logout from your Account at the end of each session.
3.5 Responsibility for Access. You are solely responsible for all costs, expenses, and liabilities related to your access, use, and receipt of the Services. For example, you are responsible for (a) your internet, wireless, and data costs incurred in connection with your use or access of the Services; (b) obtaining and maintaining any device or other hardware or software you use to access and use Services; and (c) food cooking, storage, preservation, refrigeration, and disposal costs. Availability of our website is subject to your continued access to sufficient internet and/or data services.
3.6 Device Limitations. We do not warrant that our website will work on all devices. You are solely responsible for obtaining and maintaining compatible devices necessary to access and use our website, as updated from time to time.
3.7 Suspension or Deletion of Account. We reserve the right at any time and from time to time, to disable or delete your Account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms.
3.8 Account Deletion. You may delete your Account by emailing us at hello@freshprep.ca with your deletion request and following the instructions we provide you. However, your Account deletion request will not be completed until all of your outstanding orders have been paid for or cancelled in accordance with these Terms.
3.9 Further Matters Concerning Your Account. Fresh Prep may act upon any communication that is given through your Account or by using your Credentials. Fresh Prep is not required to verify the actual identity or authority of a person using your Account or Credentials, but Fresh Prep may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Fresh Prep is not satisfied with the verification. If Fresh Prep, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then Fresh Prep may immediately cancel the Account or Credentials without any notice to you. We may require you to change your Credentials from time to time.
4. PROVISION OF THE SERVICES
4.1 Meal Subscriptions. We make available various subscription plans (each, a “Subscription Plan”) for the delivery of meal ingredients and recipes to addresses within our delivery areas, as specified on our website. The ingredients, number of servings, and number of recipes you receive each week (each a “Meal Order”) as part of your Subscription Plan will depend on the selections you make on our website. If you do not make a selection for a week, we will automatically determine your Meal Order for you. Depending on the details of your Meal Order and whether a promotional offer applies, the price of your Subscription Plan may change. You can find more information about our fees and the details of your Meal Order by logging into your Account and visiting the appropriate pages on our website or by checking the email we will send to you. Unfortunately, Subscription Plans are not available everywhere – you can only subscribe if you live in one of our delivery areas. Check out our website to confirm if you live within one of our delivery areas. We reserve the right to decline to deliver Meal Orders to any address in our sole discretion, even if it is within one of our delivery areas. You may not have more than one Subscription Plan per Account.
4.2 Coolers and Kits. Meal Orders may be delivered in a reusable cooler and Meal Kits (Respectively a “Cooler” and “Kits”). After delivery of a Cooler and Kits to you, you agree to cooperate with our reasonable requests to retrieve these Coolers and Kits. Typically, this means that on the day of delivery of your Meal Order, you will leave out for retrieval by us the previous Meal Order’ Cooler containing the Kits at the drop-off point for your next Meal Order. However, if you have cancelled your Subscription Plan or deleted Account, we will require your reasonable cooperation with retrieval of any Coolers and Kits. At all times, the Coolers and Kits will remain the property of Fresh Prep or our Affiliate, as applicable. We reserve the right to charge you the cost of the Cooler and Kits if we are unable to retrieve it after three attempts (this right survives termination of these Terms).
4.3 Recurring Subscriptions. When you sign up for one of our Subscription Plans, it is a recurring subscription that auto-renews successively unless cancelled in accordance with these Terms. This means that you will be charged an initial fee and then thereafter on a recurring basis for your Subscription Plan. Consequently, you authorize us (or our third-party payment processor) to charge your payment method the initial fee and then on a recurring basis for your Subscription Plan, unless you have set your subscription status to “paused” in your Account Settings. However, if your Meal Order has already been processed or is otherwise out for delivery, you will be charged for such Meal Order in accordance with your Subscription Plan and any request to pause your subscription status will only become effective on the next delivery date. We reserve the right to modify the fee associated with your Subscription Plan and such a new fee will apply to the next renewal of your Subscription Plan unless cancelled in accordance with these Terms.
4.4 Cancellation. You may cancel your Subscription Plan by emailing hello@freshprep.ca with your cancellation request. However, you will still be obligated to pay for any Meal Order that has been processed or is out for delivery and you authorize us (or our third-party payment processor) to charge your payment method in connection with such Meal Order. Once your cancellation request has been processed and confirmed, we will cease charging you for your Subscription Plan.
4.5 Non-Recurring Purchases. From time to time we may sell products from our online store on a non-subscription basis (“Non-Subscription Products”). Purchase of these products will have a one-time fee, unless otherwise indicated in writing, and may have applicable tax and shipping fees. If your non-subscription product has already been processed or is otherwise out for delivery, you will be charged for the product in accordance with the price indicated in your Account menu page. We reserve the right to modify the fee associated with your non-subscription product without any notice.
4.6 Provision of Services by Affiliates. Sometimes third parties, such as our subsidiary Fresh Prep Deliveries Inc., or other contractors or affiliates of ours, will provide some the Services to you on behalf of Fresh Prep (such third parties who provide Services on our behalf, the “Affiliates”). You acknowledge and agree that the Affiliates may provide Services to you and you agree that we may disclose your personal information to such Affiliates to the extent necessary to enable them to provide such Services.
4.7 Personal Use. Items contained in Meal Orders and Non-Subscription Products are not for resale or commercial use. The Services are for personal use only.
4.8 Expiration Dates. The ingredients in Meal Orders are meant to be cooked and eaten in within 4 days of delivery. If the expiration date for any ingredient in your Meal Order has passed, you agree that you will not consume such expired ingredient nor will you permit any other person to consume such expired ingredient. Ensure you properly dispose of expired ingredients.
4.9 Delivery.
(a) Drop Off. Products you order from us which we agree to supply will be delivered to the delivery address (the “Delivery Address”) recorded in your Account either by us or one of our Affiliates (such person making the delivery, the “Courier”). Delivery is typically made by motor vehicle, trike and by foot, however if we use different means of transportation we will notify you in writing. You are responsible for ensuring that delivery at the Delivery Address is safe for the Courier. For example, this means ensuring that stairs are shovelled of snow and guard dogs are properly restrained. If no one answers the door when the Courier arrives at the Delivery Address, the Courier will leave the products at the door unless we communicate different delivery information to you.
(b) Freshness of Food.
(i) Our Coolers are intended to keep deliveries of food cold and fresh for a number of hours; however, depending on weather conditions, deliveries of food may spoil quicker than anticipated. Consequently, if you know you will not be home to receive your delivery from us, we recommend that you arrange alternate plans for faster refrigeration of your delivery.
(ii) You are responsible for ensuring that your Meal Orders and Non-Subscription Products are safe for consumption. Among other things, this means checking the contents of any delivery to confirm that no items are spoiled or damaged, ensuring that perishable foods and beverages are promptly refrigerated and stored at safe temperatures, cooking foods to appropriate internal temperatures, and following food safety and handling guidelines. For more information on safe food handling, check out the Government of Canada’s Safe Food Handling Tips . The foregoing is not an exhaustive resource – consult an expert if you unsure about the safety of your food. Failure to follow appropriate food cooking, safety, and handling practices may increase risk of foodborne illnesses.
(c) Frustrated Deliveries. In the event of poor weather (such as snow) or unanticipated delivery complications, we will attempt an additional delivery of your order at a different time at no cost to you. If for reasons outside of our control we are not able to deliver your order after such additional delivery attempt, we reserve the right to cancel and refund your order.
(d) Replacement Items. If items in your order are delivered spoiled or damaged, or if something is missing from your order, please contact us at hello@freshprep.ca.
4.10 Responsibility. We try to make things easy for you, but without limiting anything else in these Terms, you acknowledge that you are responsible for, among other things:
(a) ensuring that you and your fellow diners are not allergic to any of the ingredients in your Meal Order or any other product we provide you;
(b) ensuring that your Meal Order meets your nutritional needs;
(c) properly washing, preparing, storing, disposing, cooking, and handling your food and any other product we provide you;
(d) refrigerating or freezing any perishable ingredients contained in your Meal Order, your Non-Subscription Product, or any other products we provide you;
(e) ensuring that your ingredients and any other foods are consumed prior to their expiration date and are not otherwise spoiled or compromised;
(f) ensuring that your ingredients have been properly cooked and are safe for consumption; and
(g) following appropriate kitchen, food handling, and cooking safety protocols.
4.11 At-Risk Populations. If you, or any person you intend to serve with food, are in an at-risk group, you agree to consult with a doctor or other qualified professional before serving or consuming any of our products, such as our Meal Orders or Non-Subscription Products. Persons in at-risk groups include, without limitation, the elderly, young children, pregnant women, persons with allergies, persons with weakened immune systems, persons with non-standard nutritional requirements, and persons with diseases. Without limiting the generality of the foregoing, you agree not to allow any child under the age of one to consume any of our Meal Orders, Non-Subscription Products, or any other products
4.12 Risk and Title. Except with respect to Coolers and Kits, transfer of title to any products we provide you, such as the ingredients contained in your Meal Order, occurs when the product arrives at your Delivery Address; provided that we have received full payment for such products. This means that once one of our products arrives at your address, you become the owner of it. However, to the extent we, our Affiliates, or our licensors or suppliers have any intellectual property rights in any of those products, we, our Affiliates, and our licensors and suppliers will remain the owners of those intellectual property rights, as applicable. Risk to products we provide you passes to you upon going out for delivery.
5. ADVERTISEMENTS AND PAYMENTS
5.1 Advertisements and Contract Formation. Advertisements respecting our products and services, such as a Subscription Plan, are invitations to you to make offers to purchase products and services and are not offers to sell. A properly-completed order on our website by you constitutes only your offer to purchase the products or services in your order, even if Fresh Prep has processed payment for such offer. Your order will be accepted only if and when Fresh Prep sends a purchase confirmation email (“Confirmation Email”) to the email address you provided during your registration or order process or as otherwise updated on your Account. Consequently, the contract (the “Contract”) between you and us for the product or service you ordered will become effective on the date we deliver the Confirmation Email. The Contract will relate only to those products or services referred to in the Confirmation Email as being part of your order. If Fresh Prep does not accept your order in whole or in part, Fresh Prep will refund any amounts paid by you to Fresh Prep for the order or part of the order not accepted and no contract will be formed with respect to such order.
5.2 Corrections. Any price offers or advertisements given by Fresh Prep will be valid for the period stated on the offer or advertisement, except that Fresh Prep reserves the right to reject any sale for any reason, including without limitation for typographical errors, illustrative errors, or a misprint in the price offer or advertisement. In the event of a pricing mistake, we will not be bound by the incorrect price.
5.3 Depictions of Products. Products may differ slightly from how depicted in any illustrations, photography or descriptions on our website or in print. Fresh Prep has endeavoured to display as accurately as possible the colours of our products as they appear on our website and in print. However, as the actual colours you see will depend on photographic processes, Fresh Prep cannot guarantee that the depiction in colour will be accurate.
5.4 Product Changes. Our products and services may change or be discontinued at any time. In accordance with the Contract, products and services that are delivered will have similar characteristics of the products and services you ordered, but minor changes between what is delivered and what is described online are possible. Fresh Prep may ship products or services with minor specifications changes, provided that there is materially the same characteristics of the ordered products or services.
5.5 Charges. You acknowledge and agree that your use of certain Services, such subscribing to a Subscription Plan or purchasing a Non-Subscription Product, may result in charges (“Charges”) to you. Charges may include applicable taxes and applicable shipping and handling charges. Prices for particular Services are described in the online order form. You agree to promptly pay all applicable Charges. Charges might be one-time or recurring, depending on what you have purchased. Provision of the Services is conditional upon your prompt payment of Charges.
5.6 Payment. When you provide a payment method, such as a credit card, that is accepted by us, you represent and warrant that you are authorized to use such payment method and that you authorize us (or our third-party payment processor) to charge your payment method for all applicable Charges. For example, when you make an order on our website, you permit us to charge the payment method you have chosen in the total amount of your order (including applicable taxes). If we, or our third-party payment processor, are unable to verify your payment method, or if it is otherwise invalid or not acceptable, we may suspend or cancel your order. Notwithstanding any suspension or cancellation of your order, you remain obligated to pay us for any Charges.
5.7 Accurate Information. When incurring a Charge, you must provide accurate and complete personal and billing information as requested by us.
5.8 Sales Final. Except as otherwise provided in these Terms, or as is required by law, all purchases of Services are non-refundable and non-returnable, including, without limitation, Subscription Plans and Non-Subscription Products. Subject to (a) the terms applicable to your selected payment processing method, and (b) applicable law, you are solely responsible for any unauthorized, fraudulent, or erroneous transactions related to your use of our website and/or your receipt of the Services.
5.9 Prices. Prices on our website are expressed in Canadian Dollars (CAD) unless otherwise noted. If the product or service sold has additional terms and conditions, those additional terms and conditions will be provided by us to you prior to the sale. Pricing and availability may change without notice.
5.10 Promotional Offers. At our discretion, we may make available certain Services at a discount or for free for a trial period (“Promotions”). We reserve the right to modify or cancel these Promotions at any time. If we reasonably determine you have violated the terms applicable to the Promotion, we may charge you the full price for the Service that was otherwise subject to the Promotion. At the end of any free trials, if you have not cancelled your Subscription Plan, you agree that we (or our third-party payment processor) may begin charging you for your Subscription Plan without additional notice to you.
5.11 Limited Quantities. Despite anything to the contrary in these Terms, we may impose a limit on the purchasable quantity of a particular product or service.
5.12 Availability. Delivery of products is subject to availability. If you have paid for a product but it is unavailable, we will notify you of the unavailability and either refund you the purchase price for such product or provide you with a replacement product of equal or greater value.
6. INTELLECTUAL PROPERTY
6.1 Our Copyrights and Trademarks
(a) Trademarks. Fresh Prep, FreshPrep, Freshprep.ca, and related words and logos, as well as the names of other products or services of Fresh Prep, are trade names, trade-marks or registered trademarks of Fresh Prep. The names of other companies, products or services referred to in the Services may be the trademarks of their respective owners. Any unauthorized use of any of these trade names or trademarks is prohibited.
(b) Copyrights. All contents of this website and works of authorship provided as part of the Services are Copyright © , Fresh Prep or its licensors, except as otherwise indicated in writing. All rights reserved.
(c) License. You may download (subject to the terms of any applicable software license) or print a hard copy of materials from this website for your own use, but any copying or reproduction of these materials for commercial purposes without the permission of Fresh Prep is prohibited. The distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this website or any of the contents of the Services without the permission of Fresh Prep is also prohibited.
6.2 Your Content.
(a) License. Portions of this website may allow users to post and exchange information and content (such information and content, "User Content"), such as images, text, audio, and video, but Fresh Prep does not screen, edit or review any User Content before it is posted or transmitted. You retain the copyright and any other rights you already hold in your User Content. By submitting or otherwise posting User Content on our website, you grant Fresh Prep a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) licence to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, sublicense, create derivative works from, and distribute your User Content, subject to these Terms, without any notice or compensation to you or any other person (the “User Content Licence”). You confirm, represent, and warrant to Fresh Prep that you have all the rights, power, and authority necessary to grant the User Content Licence and that any User Content you submit to us or otherwise post on our website is and shall be your own original work or work which you are authorized to supply to us. When you submit or post any User Content on our or through our website and you are the author of such User Content, you irrevocably and unconditionally waive all moral rights you may now or in the future have in any such User Content. Please note that User Content on our website does not necessarily reflect the views of Fresh Prep, and Fresh Prep disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this our website.
(b) Responsibility. You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using our website, is the sole responsibility of the person from whom it originated. This means that you, and not Fresh Prep, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via our website; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. Fresh Prep does not control the User Content posted via our website and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold Fresh Prep responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via our website.
(c) Removal of Your Content. You acknowledge that Fresh Prep does not pre-screen, monitor, or modify User Content, but that Fresh Prep has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via our website that violates these Terms, or is otherwise objectionable, in our sole and arbitrary discretion. You acknowledge and expressly consent to Fresh Prep, accessing, preserving, and disclosing your Account information and User Content if required to do so by law or if in good faith Fresh Prep believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety or security of Fresh Prep, or our affiliates, staff, users, or the public.
6.3 Ownership of Derivative Content. Fresh Prep owns all data, information, materials, works, and content derived or created from User Content (“Derivative Content”).
6.4 Feedback. We welcome any questions, comments or feedback you might have about the Services or these Terms ("Feedback"). Please refer to the Contact section of this website for our contact information. That said, our website is not a secure means of communication and any information or content you supply to us will not be kept confidential. For that reason, you should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such submissions. You agree we are free to use your Unwanted Submissions as we see fit without any liability owed to you.
6.5 License to Feedback and Submissions. If you provide Feedback, or Unwanted Submissions, you grant Fresh Prep a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, publish, distribute, publicly display, publicly perform, translate, adapt, modify, telecommunicate, rent out, commercialize, monetize, and create derivative works from the Feedback or Unwanted Submissions in any way and for any purpose without providing any compensation to you or any other person. You also grant Fresh Prep the right to use the name you submit with the User Content or Feedback, if any, in connection with Fresh Prep's rights hereunder.
6.6 Third-Party Rights Warranty. You represent, warrant, and covenant to Fresh Prep that your User Content, Feedback, and Unwanted Submissions do not violate the privacy rights, intellectual property rights, personality rights, or any other rights, of any person.
6.7 Infringing Content. As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on the Services. If you find anything on the Services that you believe infringes your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement to us at hello@freshprep.ca.
7. ACCEPTABLE USE POLICY
7.1 Condition. As a condition of your access, use, and receipt of the Services, you agree that your access, use, and receipt of the Services is only, and will only be, for lawful purposes and in accordance with these Terms.
7.2 Acceptable Use. You shall not misuse the Services or assist or permit any other person’s misuse of the Services. Without limiting the generality of the foregoing or anything else in these Terms:
(a) you warrant and agree that your use of the Services and your User Content will not:
(i) in any manner violate any applicable federal, provincial, state, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
(ii) without limiting the generality of section 7.2(a)(i), infringe, violate, or misappropriate the intellectual property rights, personality rights, or privacy rights of any third party;
(iii) involve, include, or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable;
(iv) involve stalking, attempting to exploit any individual or harm minors in any way by exposing them to inappropriate content or otherwise nor asking for personal information;
(v) involve, provide, or contribute any false, inaccurate or misleading information;
(vi) involve or include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms;
(vii) involve impersonating any person or entity or falsely stating or misrepresenting your affiliation with a person or entity;
(viii) involve or include engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of our website, or which, as determined by us, may harm Fresh Prep, Fresh Prep’s Affiliates, or other users of the Services or expose them to liability;
(ix) involve or include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
(x) involve or include sending spam or unsolicited commercial electronic messages;
(xi) promote any illegal activity, or advocate, promote, or assist any unlawful act;
(xii) give the impression that your User Content originates from or is endorsed by us or any other person or entity, if this is not the case; or
(xiii) involve or include acts or omissions that may be considered defamatory, discriminatory, fraudulent, tortious, or otherwise malicious or harmful to any person; and
(b) you agree not to:
(i) access content and data that is not intended for you;
(ii) attempt to breach or breach our website’s security and/or authentication measures;
(iii) restrict disrupt or disable service to users, hosts, servers or networks;
(iv) illicitly reproduce TCP/IP packet header;
(v) disrupt network services or otherwise disrupt our ability to monitor the website;
(vi) use any robot, spider, or other automatic device, process, or means to access our website for any purpose, including monitoring or copying any of the material on the our website;
(vii) introduce or distribute any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
(viii) attack our website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing;
(ix) not to use scrapers, indexing tools, or other automated tools for the purposes of data mining or surveying on our website;
(x) not to mirror or frame any part of our website;
(xi) not interface any applicable with our website;
(xii) not to harvest or otherwise collect, use or disclose personal information about our customers, including email addresses, without their prior consent and then only in compliance with applicable data protection and privacy laws;
(xiii) not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way our website or its content except as permitted by us under these Terms or under an applicable open source license, or as expressly provided under applicable law; and
(xiv) not to otherwise attempt to interfere with the proper working of the Services.
8. RELIANCE
8.1 No Professional Advice. The content contained in the Services is provided for general informational purposes only. It does not constitute medical or dietary advice and has not been tailored for your circumstances.
8.2 Availability. We do not represent, warrant or guarantee in any way our website’s continued availability at all times or uninterrupted use by you of our website. You acknowledge that access and use of our website may be subject to bugs, malfunctions, delays, and downtime. You recognize that, due to the nature of the internet and electronic devices, your access and use of our website may be inhibited or affected by factors outside of our control.
8.3 Accuracy of Content. Although we work to provide you with accurate content, mistakes sometimes happen and we do not warrant that any content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. If we discover any material errors in any recipes we provide you, we will email or phone you with a correction at the email address or phone number you have associated with your Account. You agree you are responsible for checking your email to confirm if any corrections have been sent to you.
9. THIRD-PARTY WEBSITES AND CONTENT
9.1 Third-Party Content. From time to time we may link to other websites or provide third-party content through the Services solely as a convenience to you. The provision of this content does not imply an endorsement of any linked websites or an affiliation with their owners or operators. Fresh Prep has no control over the content of any linked website and your use of such website may be subject to a third-party’s terms and conditions and privacy policy. The content on third-party websites is the sole responsibility of the owner or operator of the linked website.
Additionally, the Services might be available through third party providers. We do not control such third parties. When accessing the Services through a third party, your use of the Services may also be subject to the terms and conditions, and privacy policy, of such third party. We do not warrant, endorse, guarantee, provide any conditions, warranties, or representations, or assume any responsibility or liability for any information, content, product, or service advertised, offered, made available, or performed by any third party unless we expressly say so and we will not be a party to any transaction that you may enter into with any such third party.
10. DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK
10.1 Disclaimer. YOU UNDERSTAND AND AGREE THAT YOUR ACCESS AND USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION OUR PRODUCTS, IS AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION OUR PRODUCTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER FRESH PREP NOR THE AFFILIATES NOR FRESH PREP’S OR THE AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE SERVICES, INCLUDING WITHOUT LIMITATION ITS CONTENTS AND PRODUCTS. WITHOUT LIMITING THE FOREGOING, NEITHER FRESH PREP NOR THE AFFILIATES NOR FRESH PREP’S OR THE AFFILIATE’S RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS REPRESENT OR WARRANT THAT THE SERVICES (INCLUDING WITHOUT LIMITATION ITS CONTENT, OR ANY PRODUCTS FOUND OR ATTAINED THROUGH THE SERVICES) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10.2 Assumption of Risk. YOU DECLARE THAT YOU ARE AWARE OF THE RISKS, DANGERS, AND HAZARDS ASSOCIATED WITH WASHING, HANDLING, PREPARING, COOKING, STORING, DISPOSING, AND CONSUMING FOOD AND BEVERAGES, WHICH MAY INCLUDE, WITHOUT LIMITATION, BURNS, CUTS, FIRE DAMAGE, WATER DAMAGE, ALLERGIC REACTIONS, AND CHOKING, AND THAT YOU FULLY ASSUME ALL SUCH RISKS, DANGERS, AND HAZARDS AND THE POSSIBILITY OF INJURY, DEATH, PROPERTY DAMAGE, OR LOSS RESULTING THEREFROM.
10.3 Cross-Contamination WITHOUT LIMITING ANYTHING ELSE IN THESE TERMS, WE EXPRESSLY WARN YOU THAT SOME OF OUR PRODUCTS CONTAIN ALLERGENS AND THAT CROSS-CONTAMINATION OF ALLERGENS MAY OCCUR BETWEEN OUR PRODUCTS EVEN IF A GIVEN PRODUCT DOES NOT HAVE AN ALLERGEN ON ITS INGREDIENT LIST. YOU ASSUME ALL RISKS RELATED TO ALLERGENS AND RELEASE US OF THE SAME.
11. LIMITATION OF LIABILITY
11.1 Dollar Cap. WITHOUT LIMITING SECTION 11.2, TO THE EXTENT PERMITTED BY LAW, FRESH PREP, THE AFFILIATES, AND FRESH PREP’S AND THE AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS CUMULATIVE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID US (OR IF YOU USED THE SERVICES ON A FREE BASIS, THEN OUR LIABILITY WILL NOT EXCEED $1.00 CAD).
11.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FRESH PREP, ITS AFFILIATES, OR FRESH PREP’S OR THE AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, PERSONAL INJURY, DEATH, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF PRIVACY, OR ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. INDEMNIFICATION
12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS FRESH PREP, THE AFFILIATES, AND FRESH PREP’S AND THE AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, SUPPLIERS, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY THIRD-PARTY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES, OR FEES (INCLUDING REASONABLE ATTORNEYS’ FEES) (COLLECTIVELY, “CLAIMS”) ARISING OUT OF OR RELATING TO: (A) YOUR BREACH OF THESE TERMS; (B) YOUR USE, ACCESS, OR RECEIPT OF THE SERVICES; OR (C) ANY ACTS YOU TAKE OR FAIL TO TAKE. YOU AGREE THAT IF ANY OF THE FOREGOING INDEMNIFIED PARTIES ARE THE DEFENDANT, RECIPIENT, OR TARGET OF A CLAIM, SUCH INDEMNIFIED PARTY MAY TAKE EXCLUSIVE CONTROL OF THE DEFENSE OR SETTLEMENT OF SUCH CLAIM MADE AGAINST THEM.
13. TERMINATION
13.1 We may terminate these Terms, or any of the Services, without providing you notice.
14. WAIVER OF CLASS ACTION
14.1 Waiver. You hereby agree to waive any right you may have to commence or participate in any class action against Fresh Prep or its Affiliates, or either of their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, subsidiaries, successors, and assigns related to any claim and, where applicable, you also agree to opt out of any class proceedings against Fresh Prep or its Affiliates.
15. GENERAL
15.1 Consumer Rights. Nothing in these Terms affects consumer rights that, pursuant to applicable law, cannot be limited or waived.
15.2 Survival. Articles and Sections 3.5, 3.9, 4.8, 4.11, 5.2, 6, 8.1, 8.2, 9, 10, 11, 12, 14, and 15, any warranties you provide under these Terms, and all other provisions of these Terms which must survive termination of these Terms to fulfill their purpose will survive termination of these Terms or the termination or deletion of your Account.
15.3 Entire Agreement. Subject to section 15.4, this Agreement, together with our Privacy Policy and any and all Contracts, constitute the sole and entire agreement between you and Fresh Prep regarding the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
15.4 Supplemental Contracts. Your use of and access to the Services is subject to any other written and duly executed contracts you may have with Fresh Prep.
15.5 Waiver. No waiver of any of these Terms is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
15.6 Governing Law & Venue. The courts in some countries, states, or provinces will not apply the law of British Columbia to some types of disputes. If you reside in one of those countries, states, or provinces, then where British Columbia law is excluded from applying, your country, state, or province’s laws will apply to such disputes related to these Terms and the Services. Otherwise, these Terms and the Services are governed and interpreted pursuant to the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
You submit to the exclusive jurisdiction of the courts of the Province of British Columbia.
15.7 Assignment. We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under these Terms to any person without our express written consent.
15.8 Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
15.9 Headings. Headings are for convenience only and shall not affect the interpretation of these Terms.
15.10 Language. The parties acknowledge that they have required that these Terms, and all related documents (including any Contract and the Privacy Policy) be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais. If these Terms are translated into another language, the English language text shall in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word or phrase “such as”, “including” or “includes” is used in these Terms, it means “including (or includes) without limitation.”
15.11 Enurement. These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.
15.12 Further Assurances. You agree to provide such further documents or instruments, and take such further actions, reasonably requested by Fresh Prep, to effect the purposes of these Terms and carry out its provisions.
15.13 Force Majeure. In no event will Fresh Prep be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent that such failure or delay is caused by any circumstances beyond Fresh Prep’s reasonable control, including acts of God, flood, fire, earthquake, tsunami, extreme weather events, snow or ice storms, impassable terrain or roads, explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
15.14 Notice. Fresh Prep may give notice to you by email, letter, or SMS to the applicable address or number you provide on your Account or by notice posted on our website. You may provide legal notices to us by letter at:
Fresh Prep Foods Inc.
188 VICTORIA DRIVE
VANCOUVER BC V5L 4C3
CANADA