ZU Cafe Terms and Conditions

Last Updated: May 16, 2024

1. INTRODUCTION

1.1. Acceptance of Terms. Welcome to ZU Cafe. These Terms and Conditions (the “Terms”) constitute a binding contract between you (“you” or “your”) and Thermo Plus LTD, doing business as ZU Cafe (“Thermo Plus LTD”, “ZU Cafe”, “us” “we”, and “our”). These Terms govern your access and use of: (a) https://zucafe.ca/ (the “Site”); (b) the ZU Cafe mobile application (the “App”); and (c) all other services, products, and content provided by Thermo Plus LTD (operating as ZU Cafe) in relation to the Site or App (the Site, App, and the services, products, and content referred to in subclause (c), collectively, the “Services”). Please read these Terms carefully before using the Services. By using the Services, clicking a button or checking a box that confirms your acceptance of these Terms, or by otherwise indicating your acceptance of these Terms, you agree to be bound by these Terms. If you do not agree with or accept any of these Terms, you must cease using the Services immediately. If you have any questions about the Services, please contact info@zucafe.ca.

1.2. Organizations. If you are using or accessing the Services on behalf of an organization, then you affirm: (a) that you are an authorized representative or agent of that organization with the authority to bind such entity to these Terms; and (b) that such organization accepts and is bound by these Terms. In such a circumstance, the words “you” and “your” as used in these Terms will refer to and apply to both that organization and you personally.

1.3. Privacy Policy. You confirm that you have read and accept our Privacy Policy. Our Privacy Policy is not a part of these Terms. Nothing in these Terms restricts Thermo Plus LTD's right to alter the Privacy Policy.

1.4. Age. The Services may be used only by persons who are:

(a) in Canada, at least 19 years of age or the age of majority under applicable law

(b) in the United States, at least 18 years of age or the age of majority under applicable law in the applicable jurisdiction

1.5. Accessibility. We seek to make the Services as accessible as possible. If you have any problems accessing the Services or the content contained on it, please contact us at info@zucafe.ca.

1.6. Notice of Binding Arbitration; Waiver of Class Action. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 18 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH THERMO PLUS LTD (DOING BUSINESS AS ZU Cafe), YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, IN SECTION 18 OF THESE TERMS, YOU ALSO WAIVE YOUR RIGHT TO A JURY TRIAL AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST THERMO PLUS LTD (DOING BUSINESS AS ZU Cafe). PLEASE CAREFULLY READ SECTION 18.

1.7. Important Terms Affecting Your Rights. Sections 15 (Disclaimers) and 16 (Limitation of Liability & Release of Claims) contain important terms affecting your rights and legal remedies against the Thermo Plus LTD (doing business as ZU Cafe) Parties. We encourage you to review these sections carefully.

1.8. Modification to Services. The Services, including its functionalities, features, pricing, information, and materials, may be changed, withdrawn, or terminated by Thermo Plus LTD at any time in Thermo Plus LTD’s sole discretion without notice. Thermo Plus LTD 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.

2. DEFINITIONS & INTERPRETATION

2.1. Definitions. The following definitions apply in these Terms:

(a) “Affiliate” means a Person directly or indirectly controlled, controlling, controlled by, or under common control with Thermo Plus LTD. “control” for the purpose of this definition shall mean, with respect to any Person, the right to exercise or cause to be exercised at least fifty per cent (50%) of the voting rights in such Person.

(b) “Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, provincial, state, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

(c) “Thermo Plus LTD Parties” (or "ZU Cafe Parties" where contextually appropriate for branding, but legally referring to Thermo Plus LTD and its related entities) means Thermo Plus LTD, its Affiliates, and its and their respective employees, agents, officers, directors, third-party licensors, service providers, successors, and assigns.

(d) "Losses" mean all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, disbursements, and charges, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

(e) “Payment Processors” means the third-party service providers authorized by Thermo Plus LTD to process payments made by Users through the Services.

(f) “Person” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.

(g) “User” means any user of the Services, including registered users and unregistered visitors.

(h) "Service Jurisdictions" means those jurisdictions in Canada and the United States where Thermo Plus LTD has authorized the Services to be available, as updated from time to time.

(i) "Applicable Laws" means all federal, state, provincial, and local laws, ordinances, regulations, and codes applicable to the Services and transactions conducted through the Services in each Service Jurisdiction.

2.2. Interpretation. For the purposes of these Terms: (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms as a whole; and (d) unless the context otherwise requires, words in the singular include the plural and those in the plural include the singular.

3. ACCOUNT REGISTRATION AND USER PROFILE

3.1. Account Registration. To use certain portions of the Services, you must register an account on the Services ("Account"). Your Account and login credentials (“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 Thermo Plus LTD if you know or suspect that your Account or Credentials have been used by any other person. You shall not register more than one Account except as permitted by Thermo Plus LTD in writing.

3.2. User Profile. Users with an Account may create a profile on the Services (the “User Profile”). You are responsible for the information you provide in your User Profile and how you choose to share it through the Service's settings.

3.3. Account and Profile Data. You shall provide true, accurate, current and complete information about yourself through the Services, including with respect to the creation and maintenance of your Account and User Profile (such information being "Your Information"). You will also maintain and promptly update Your Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, out-of-date, or incomplete, or if Thermo Plus LTD has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, Thermo Plus LTD has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof) by you.

3.4. Responsibility for Account.

(a) Thermo Plus LTD may act upon any communication that is given through your Account or by using your Credentials. Thermo Plus LTD is not required to verify the actual identity or authority of a person using your Account or Credentials, but Thermo Plus LTD 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 Thermo Plus LTD is not satisfied with the verification. If Thermo Plus LTD, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then Thermo Plus LTD may immediately cancel the Account or Credentials without any notice to you. You may be required to change your Credentials from time to time.

(b) You are responsible and liable for all uses of the Services through your Account whether such access or use is permitted by or in violation of these Terms.

3.5. No Account Sharing. Your Account and Credentials are specific to you and may not be shared with or transferred to any other Person. You shall not use an Account which is not your own. If you are using the Services as, or on behalf of, an organization, each individual in your organization who uses the Services may require their own separate Account, subject to the terms of any specific service plan. You are solely responsible and liable for maintaining the confidentiality of your Credentials and you will be held responsible and liable for any harm caused by disclosing or resulting from any unauthorized use of your Credentials or Account. You will not permit any other person to use your Account or Credentials, and you will immediately notify Thermo Plus LTD if you know or suspect that your Account or Credentials have been used by any other Person. You shall not access your Account from a public or shared computer. You shall logout from your Account at the end of each session.

3.6. Bank Accounts and Wallets. To access certain Services involving payments, we may require you to provide us information as necessary to assist us in receiving payment instructions from you in connection with a bank account at an authorized financial institution or other supported payment methods. From time to time, we may provide a functionality that allows you to link multiple Accounts to a single payment method. Once linked, those Account holders may be authorized to provide Thermo Plus LTD instructions respecting the linked payment method, subject to appropriate verifications. To revoke the authorization of an Account holder to provide us instructions respecting a payment method, you must contact us at info@zucafe.ca.

3.7. Account Deletion. You may delete your Account by using the account deletion tool in your Account settings or by emailing us at info@zucafe.ca with your deletion request and by following the instructions we provide you. However, your Account deletion request will not be completed until all amounts owed by you to Thermo Plus LTD have been paid for or waived by Thermo Plus LTD in accordance with these Terms. If your Account is deleted, you will lose all access to those portions of the Services that require your Account type and will lose all data stored in your Account. Any account deletion request approved by Thermo Plus LTD will be subject to our reasonable processing times. Account deletion will not result in the deletion of any of your personal information that has been shared with other Users of the Service in accordance with your settings or your use of the Services (for example, communications will continue to appear in the record of any correspondence you had through the Services with any other User or Thermo Plus LTD). Upon deletion of your Account, you cease to be authorized to access or use those portions of the Services that required an Account for access or use; however the remainder of these Terms will continue to apply to you.

3.8. Phone Number. By providing Thermo Plus LTD with your mobile phone number, your consent to receive calls and text-messages (SMS) from Thermo Plus LTD regarding the Services. Standard rates apply. Subject to reasonable processing times, you may opt-out of these communications by time by following the opt-out instructions provided in such communications or by contacting us. If you do that, you may receive one additional message confirming that you will no longer receive messages. Certain services may not be available to you if you opt-out of receiving text messages from Thermo Plus LTD. We have no liability to you for any text messages that fail to deliver to your mobile device. The Services do not support VoIP or landlines for certain communications. You agree not to submit a phone number linked to a VoIP or landline for services requiring a standard mobile number.

3.9. Responsibility for Expenses. You are solely responsible and liable for all costs, expenses, and liabilities related to your access, use, and receipt of the Services.

3.10. Device Limitations. Thermo Plus LTD does not warrant that the Services will work on all devices. You are solely responsible and liable for obtaining and maintaining compatible devices necessary to access and use the Services, as updated from time to time.

3.11. Suspension or Deletion of Account. Thermo Plus LTD may at any time and from time to time, suspend or delete your Account, and any Credentials used by you, for any or no reason, including for any violation of any provision of these Terms.

4. THE SERVICES

4.1. Description of Services. The Services provided by Thermo Plus LTD (doing business as ZU Cafe) primarily consist of an online platform, accessible via the Site (https://zucafe.ca/) and any associated mobile applications (the "App"), designed as a comprehensive property management system. The platform aims to facilitate various aspects of property management for users, who may include landlords, property managers, maintenance contractors, tenants.

Core functionalities generally include, but are not limited to:

• Tools for organizing and managing property and unit information.

• Features to support tenant lifecycle management, such as tracking tenant details, lease information, and associated documentation.

• Capabilities for financial administration, including tools for tracking income and expenses, managing payments, and generating financial overviews.

• Systems for coordinating maintenance requests and tracking their status.

• Communication channels to facilitate interaction between different user types.

• Reporting and analytics features to provide insights into property management activities.

• User account management, settings, and integration with third-party services as offered.

The availability, scope, and specific nature of these functionalities, including but not limited to data storage limits, feature sets, and access levels, may be contingent upon the User's account type, active subscription plan (if applicable), and are subject to modification or evolution at the discretion of Thermo Plus LTD, as outlined in Section 1.8. The Services may also incorporate different features and access levels tailored to distinct user roles within the platform.

4.2. Relationship of the Parties.

(a) Thermo Plus LTD provides a platform for Users to interact and use the Services. Thermo Plus LTD is not a party to any agreements, transactions, or disputes between Users, unless explicitly stated otherwise for a specific service. Thermo Plus LTD does not endorse any User or User Content (as defined below). You agree that Thermo Plus LTD is not a party to any dispute you have with any other User.

(b) Users are not partners, representatives, agents, joint venturers, contractors, or franchisees of Thermo Plus LTD.

4.3. Subscription. To access certain services, you must register for a subscription plan. Details of the available subscription plans and pricing can be found on the Services or by contacting a Thermo Plus LTD sales representative. When you register for a subscription plan, your subscription will continue for the period you have chosen. By default, subscription plans auto-renew successively until terminated in accordance with these Terms. If you have registered for a subscription plan, your subscription will commence on the date specified in the confirmation email sent by Thermo Plus LTD and will automatically renew for an additional subscription period at the end of each subscription period (including any renewal periods) unless: (a) you have first cancelled your subscription; (b) you registered for a subscription that does not auto-renew; (c) Thermo Plus LTD has deleted your Account; or (d) these Terms have been terminated in accordance with its terms. If you have registered for a subscription plan, you can find details of your plan in your Account settings.

4.4. Fees for Services. Your use of certain services may result in you incurring fees. Some fees are one-time fees charged for a particular product, service, add-on, or feature, while other fees may be recurring. You shall pay to Thermo Plus LTD all applicable fees by the due date communicated to you by Thermo Plus LTD.

4.5. Availability. The Services are not available in all jurisdictions. We may limit or restrict availability of the Services, and certain features, functionalities, and services of the Services to our authorized Service Jurisdictions, as updated by us from time to time. If you are not within one of our Service Jurisdictions, you must not use the Services. We reserve the right to decline to provide access to the Services to any Person, even if located within one of our Service Jurisdictions. Users must comply with all Applicable Laws in their jurisdiction. Users acknowledge that laws and regulations vary by jurisdiction and change over time, and Users are responsible for maintaining compliance with current Applicable Laws in their jurisdiction.

4.6. Payment Services.

(a) The Services may include functionality that enables Users to make and receive payments for products or services offered through or in connection with the ZU Cafe platform (the “Payment Services”). Except as otherwise expressly noted on the Services, the Payment Services may be provided by third-party Payment Processors. We have no control over the Payment Processors and will have no responsibility or liability for any acts or omissions of the Payment Processors. Your use of the Payment Services is subject to the eligibility requirements and the terms and conditions and privacy policy of the applicable Payment Processor. If these Terms conflict with the terms and conditions of the Payment Processor applicable to the Payment Services, the terms and conditions of the Payment Processor will govern to the extent of the conflict. We are not a party to your agreements with the Payment Processor. Use of certain Payment Services may require you to submit a pre-authorized debit agreement or other third-party account information. You consent to us sharing your information with the Payment Processor and such other parties as necessary to facilitate and enable payments. Thermo Plus LTD is not responsible or liable for the Payment Services provided by third-party Payment Processors.

(b) Authorization and Recurring Payments. You authorize Thermo Plus LTD and our Payment Processors to debit or charge your payment method or bank account in connection with your use of the Payment Service and you waive any right to advance notice of such debits or charges, where applicable. You acknowledge that use of the Payment Service may result in recurring payments (e.g., for subscriptions). If you change your payment method or bank account, the authorization you granted under this clause will apply to your new payment method or bank account. The Services’ recognition of changes to you make to your payment method or bank account information may be delayed by reasonable processing time. Thermo Plus LTD has no liability to any Person for any Losses that result from any changes you make to your payment method or bank account information.

(c) Responsibility for Payments. Payments owed between Users are determined solely by the Users involved. Thermo Plus LTD has no control over amounts owed and is not responsible for resolving disputes in respect of any payments made or required. All disputes regarding payments or non-payment are solely between the Users involved.

(d) Payment Limits. Thermo Plus LTD may impose limits on the maximum or minimum amounts you may pay or receive, and the frequency of payments you may make or receive, through the Payment Services.

(e) No Refunds by Thermo Plus LTD (General). Except as explicitly provided in these Terms or as required by applicable law, Thermo Plus LTD is not obligated to refund any payment you make through the Payment Services for transactions between Users. Refund policies for User-to-User transactions are determined by the Users involved. For fees paid directly to Thermo Plus LTD for its Services, refund eligibility is governed by Section 8.6.

(f) Suspension of Services. If you fail to pay any service fees owed to Thermo Plus LTD in connection with your use of the Services, Thermo Plus LTD may suspend your ability to use the relevant Services until you have paid all outstanding amounts owed to Thermo Plus LTD and brought your account with Thermo Plus LTD into good standing. Thermo Plus LTD will have no liability to any Person for any Losses incurred that are related to or arise out of Thermo Plus LTD’s suspending your access to the Services.

4.7. User Verification.

(a) Any reference to a User being “verified” (or similar language) is not an endorsement, certification, or guarantee by Thermo Plus LTD in respect of that User, nor is it a confirmation of a User identity, background, trustworthiness, or suitability for any purpose. A reference to a User being “verified” (or similar language) only indicates that the User has completed a specific verification process as described by Thermo Plus LTD at the time, which may involve providing certain identification information. The information and identification submitted by Users as part of any verification process may not be independently investigated or verified as accurate, authentic, or valid by Thermo Plus LTD beyond the scope of the described verification process.

(b) Thermo Plus LTD has no responsibility for checking or ensuring the accuracy of any information used in any verification process. Thermo Plus LTD has no control over how Users will use any verification information. All decisions made based on verification information are at the sole discretion of the User, and Thermo Plus LTD has no control over such decisions. Users should use their own due diligence.

4.8. Promotional Offers. From time to time, Thermo Plus LTD may run promotional offers involving the Services. Promotional codes and coupons related to any promotional offer may only be redeemed during the applicable promotional period and may be used only in connection with the advertised Service. Promotional codes and coupons may only be used once per eligible User unless otherwise stated and cannot be combined with other promotional offers or discounts unless explicitly permitted. You shall not make any unauthorized duplicates of any promotional codes or coupons and any such unauthorized duplicates are void. Promotional codes and coupons have no cash surrender or exchange value and may not be sold or transferred to any other Person. Promotional offers, including promotional codes and coupons, may be subject to additional terms and conditions. Thermo Plus LTD reserves the right to modify or cancel these promotions at any time.

5. EXCLUDED SERVICES

5.1. No Legal Services.

(a) Thermo Plus LTD is not a law firm. We do not provide legal advice or professional advice of any other kind. Any communication you receive from Thermo Plus LTD or from our employees, agents, or representatives is purely for informational purposes and must not be relied upon for the purposes of making a decision with respect to a legal matter. In the event any of our employees, agents, or representatives provide you with legal advice, you agree that such communication is not authorized by Thermo Plus LTD and you shall immediately delete and disregard any legal advice contained in that communication. Your use of the Services does not create a solicitor-client relationship between you and Thermo Plus LTD. Communications between us and you do not create a solicitor-client relationship.

(b) Any decision you make regarding a legal matter is solely your responsibility. You are responsible for retaining qualified legal counsel licensed to practice in your jurisdiction to advise you on legal matters if doing so would be reasonable in your circumstance.

5.2. No Financial or Investment Advice. Thermo Plus LTD does not provide financial, investment, tax, or accounting advice. Any information provided through the Services is for informational purposes only and should not be construed as such advice. You should consult with a qualified professional for advice tailored to your specific situation.

5.3. No Insurance Services. Thermo Plus LTD is not an insurer for any User of the Services.

5.4. No Referrals. Any information about Users which Thermo Plus LTD makes available through the Services is not and will not be interpreted as a referral, introduction, recommendation, or endorsement, unless explicitly stated otherwise. Such information is made available on the Services solely for the convenience of our Users.

5.5. No Pre-Screening of User Content. Thermo Plus LTD does not typically pre-screen User Content (as defined in Section 11.1). Thermo Plus LTD has the right (but not the obligation) to refuse, remove, modify, or delete any User Content in its sole discretion. Thermo Plus LTD has no liability or responsibility whatsoever for User Content, including with respect to its accuracy.

6. USER ROLES AND RESPONSIBILITIES

This section outlines specific terms applicable to different types of Users of the Services. Your access to and use of certain features may depend on your designated role. Regardless of your specific role, you are bound by all other sections of these Terms.

6.1. Landlords and Property Managers (collectively "Property Managers")

If you are using the Services as a landlord, property owner, or property manager:

(a) Responsibility for Listings and Property Information: You are solely responsible and liable for all information, content, and materials you post or provide regarding properties and units you manage or list through the Services ("Listings"). This includes ensuring the accuracy, legality, and completeness of all details such as property descriptions, rent amounts, lease terms, and images. You represent and warrant that you have all necessary rights and authorizations to list and manage the properties you input into the Services.

(b) Tenant Interactions and Agreements: You acknowledge that Thermo Plus LTD is not a party to any lease agreements, communications, or other interactions you have with Tenants or prospective Tenants, even if facilitated through the Services. You are solely responsible for your decisions regarding tenant selection, lease terms, and compliance with all applicable landlord-tenant laws, fair housing laws, and regulations in your jurisdiction.

(c) Data Management and Privacy: You are responsible for managing tenant data and any other personal information collected through the Services in compliance with all applicable privacy laws, including obtaining necessary consents. You shall implement appropriate safeguards to protect such information from unauthorized access, use, or disclosure.

(d) Financial Accuracy: You are responsible for the accuracy and completeness of all financial information you input into the Services, including income, expenses, and payment records. Thermo Plus LTD is not responsible for financial discrepancies arising from incorrect data entry or management by you.

(e) Maintenance Coordination: While the Services may facilitate the tracking and communication of maintenance requests, you are ultimately responsible for the timely and lawful addressing of maintenance issues for the properties you manage, including the engagement and oversight of any Maintenance Contractors.

(f) Subscription Compliance: You agree to adhere to any usage limits, feature restrictions, or other terms associated with your chosen subscription plan, including but not limited to limits on the number of properties, units, users, or document storage.

6.2. Tenants

If you are using the Services as a tenant or prospective tenant:

(a) Accuracy of Information: You agree to provide accurate and current information when creating your profile, submitting applications, or communicating through the Services.

(b) Lease Obligations: You acknowledge that your lease agreement is directly with your Property Manager, and Thermo Plus LTD is not a party to that agreement. You are responsible for understanding and complying with all terms of your lease.

(c) Payment Responsibility: If using the Services to make rent payments or other payments, you are responsible for ensuring timely payments and the accuracy of your payment information. Thermo Plus LTD is not responsible for payment disputes between you and your Property Manager.

(d) Maintenance Reporting: You agree to use the Services responsibly when submitting maintenance requests, providing clear and accurate information about any issues.

(e) Communication: You understand that communications with your Property Manager through the Services are official communications and should be treated accordingly.

6.3. Maintenance Contractors

If you are using the Services as a maintenance contractor, vendor, or service provider invited or granted access by a Property Manager:

(a) Service Performance: You are solely responsible for the quality, legality, and timely performance of any maintenance or repair services you agree to undertake for a Property Manager or Tenant in connection with a maintenance request facilitated through the Services.

(b) Accuracy of Information: You agree to provide accurate information regarding your services, availability, work status, and any invoicing or payment details submitted through the Services.

(c) Agreements with Property Managers: Your relationship, including service agreements, pricing, and payment terms, is directly with the Property Manager who engages your services. Thermo Plus LTD is not a party to these agreements and is not responsible for payments or disputes arising from them.

(d) Access and Data Use: You will only use the access granted to you through the Services for the express purpose of viewing, managing, and updating information related to maintenance requests assigned to you. You will respect the privacy and confidentiality of any information you access.

(e) Licensing and Insurance: You represent and warrant that you possess all necessary licenses, permits, and insurance required by law and by the Property Manager to perform the services you offer.

6.4. User Interactions.

All Users acknowledge and agree that Thermo Plus LTD is not responsible for the conduct of other Users, whether online or offline. Thermo Plus LTD has no obligation to intervene in disputes between Users, though it reserves the right to do so if deemed necessary. Users are encouraged to exercise caution and good judgment in their interactions with others through the Services.

7. USE OF THE SERVICES

7.1. Acceptable Use. You shall not, and shall not permit any other person to, use the Services or your Account except as expressly permitted by these Terms. Without limiting the generality of the foregoing, you shall not, except as these Terms expressly permit:

(a) copy, modify, redistribute, “rip”, record, transfer, rent out, stream, lease, transmit, resell, perform, publicly display, broadcast, make available to the public, or create derivative works or improvements of, or otherwise exploit or commercialize the Services, or content or materials obtained through the Services, except as expressly permitted by Thermo Plus LTD;

(b) access or use the content or materials of the Services through any software or means other than the Services;

(c) make available the Services to any person, freely or for a fee, except as expressly provided for in these Terms;

(d) bypass or breach any security device or protection used by the Services;

(e) use the Services for the purposes of competitive analysis of the Services;

(f) use the Services to develop a competing product or service, to build a product or service using similar ideas, features, functions or graphics of the Services, or to copy any ideas, information, features, functions or graphics of the Services;

(g) introduce or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit or activate any viruses or malware or other similar harmful software code;

(h) damage or otherwise impede or harm in any manner the Services or Thermo Plus LTD’s provision of services to any third party, in whole or in part, including by injecting code, conducting a DDoS attack, or conducting a man in the middle attack;

(i) remove, delete, alter or obscure any intellectual property or proprietary rights notices from any content made available through the Services, including copies of them;

(j) access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right, privacy right, or other right of any third party, or that violates any applicable Law;

(k) otherwise access or use the Services beyond the scope of the authorization granted under these Terms;

(l) use the Services in violation of any Law or to facilitate violation of a Law;

(m) use the Services for a tortious purpose, to facilitate any tortious activity, or to obtain any unlawful property or services, under applicable Law;

(n) use the Services to harass, inconvenience, annoy, abuse, cause nuisance, occasion violence on any person, or cause property damage;

(o) use the Services to threaten, defraud, stalk, or harm any Person;

(p) use the Services to post obscene content;

(q) use the Services unless doing so is lawful in your jurisdiction;

(r) use or access, or attempt to use or access, any account on the Services which is not your Account;

(s) impersonate any Person or falsely state or misrepresent your affiliation with a Person;

(t) submit misleading, false, inaccurate, or fraudulent information to the Services;

(u) represent or suggest that Thermo Plus LTD endorses any Person, business, product, or service unless Thermo Plus LTD has separately agreed to do so in writing;

(v) data scrape, index, or data mine the Services;

(w) use bots or automated processes on the Services;

(x) mirror, frame, or link to any part of the Services without express permission;

(y) harvest or otherwise collect, use or disclose personal information about Users, including email addresses, without their prior consent or in violation of applicable law;

(z) collect, use, or disclose personal information of other Users in contravention of applicable data protection and privacy laws; or

(aa) 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 the Services except as permitted by us under these Terms or as expressly permitted under applicable law;

(bb) use the Services in a manner that overloads or overburdens our servers or other IT infrastructure (as determined by Thermo Plus LTD in its sole discretion); and

(cc) use the Services for any commercial purpose not expressly permitted by these Terms or a separate agreement with Thermo Plus LTD.

7.2. Communications Made Through the Services. Thermo Plus LTD reserves the right, but has no obligation, to monitor, edit, review or remove discussions, chats, postings, and communications made through the Services. Thermo Plus LTD has no responsibility or liability for any content posted on, or communications made through, the Services nor for any error, omission, infringement, defamatory statement, obscenity, or inaccuracy contained in any such information.

7.3. Responsibility for Use of Services. You are solely and fully responsible and liable for all consequences, however remote, resulting from your use of the Services, including its materials and content.

7.4. Suspension of Access. We reserve the right to prevent or suspend your use of the Services or delete your Account if you do not comply with any part of these terms and conditions or any applicable law.

7.5. Reporting to Authorities. If we determine or suspect that you have use the Services for a fraudulent purpose, illegal purpose, or otherwise in violation of these Terms, we may (in addition to any other rights or remedies): (a) suspend your ability to use any Payment Services; (b) suspend or delete your Account; or (c) report your activities, Account, and Your Information to appropriate law enforcement agencies.

8. FEES & PAYMENTS (TO THERMO PLUS LTD)

8.1. Advertisements and Acceptance. Advertisements respecting our products and services are invitations to you to make offers to purchase products and services and are not offers to sell. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. A properly-completed order on the Services or with one of our sales representatives by you constitutes only your offer to purchase the products or services in your order, even if we have processed payment for such offer. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We will confirm acceptance by sending you an invoice, receipt, acceptance confirmation email, or otherwise an express written confirmation of acceptance. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered. You must immediately notify us of any discrepancy between the details in the order confirmation email you receive and your actual order.

8.2. Fees & Prices. The fees we charge for our products and services, including for subscription plans and any transaction-based fees, are posted on the Site at https://zucafe.ca/pricing (or other designated pricing page, as updated by from time to time) or as otherwise communicated to you. You shall promptly pay all fees you incur, plus applicable taxes. We may change the fees for our products or services at any time by posting the changes on the Services with at least 14 days notice; however, no advanced notice is required for changes involving temporary promotions or fee reductions. Any changes to fees for a subscription plan will not affect your current subscription but will instead become effective upon the next renewal of your subscription. The price charged for a product or service will be clearly stated on the Services and in any order confirmation email sent to you. Posted prices do not include taxes or charges for shipping and handling (if applicable). All such taxes and charges will be added to your total price. We strive to display accurate price information, however, we might, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We may correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrence.

8.3. Payment Method. We may require you to have a payment information on file with us before you can use certain functionalities of the Services. We accept the payment methods described on our Services as being accepted by us. We may update our accepted payment methods from time to time. You represent and warrant that any payment information you provide us or to the applicable Payment Processor is true, accurate, current, and valid and that you are authorized to use such payment method. You authorize us or our Payment Processor to charge your payment method for all products or services (including subscription plans) you purchase through the Services plus any other charges that may accrue in connection with your Account on the date that they are due. You shall promptly notify Thermo Plus LTD of any changes to the details of your payment method as necessary for us to continue charging your payment method for fees you have incurred.

8.4. Currency. The Services support payments in the currencies approved by Thermo Plus LTD from time to time. The currency applicable to your charges will be displayed on the payment page before you complete your purchase. Where currency conversion is necessary to process your payment, you will be solely responsible for all costs associated with such currency conversion. Your financial institution might charge you additional fees for converting your currency to one supported by the Services. We are not responsible for such costs or fees.

8.5. No Chargebacks. You shall not request that your credit card, bank, or other financial services provider charge back any fees charged pursuant to these Terms for services rendered by Thermo Plus LTD. If you initiate a charge back in violation of these Terms, Thermo Plus LTD may dispute such charge back, charge you a chargeback fee, and revoke your access to the Services.

8.6. Purchases Final. Except as expressly provided in these Terms or required by applicable law, all purchases of and payments for Services from Thermo Plus LTD made through the Services are final and no returns, replacements, or refunds are permitted.

8.7. Non-Payment. If your payment method fails or you fail to pay any fees or other amounts owed under these Terms when due to Thermo Plus LTD, Thermo Plus LTD may, in addition to all other rights and remedies available to Thermo Plus LTD: (a) restrict, suspend, or delete your Account; (b) limit or revoke your access to the Services; (c) collect amounts owed by charging any other payment method we have on file for you; and (d) retain a collection agency to collect your unpaid account and provide that collection agency with information about your payments and account.

8.8. 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, you agree that we may begin charging you for full price for your ordered service without additional notice to you, unless otherwise specified in the Promotion terms.

9. OWNERSHIP, USE, AND INTELLECTUAL PROPERTY RIGHTS

9.1. Reservation of Rights. The Services and all intellectual property rights in the Services are owned by us or our licensors. We and our licensors reserve all our intellectual property rights (which include all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.

9.2. No Circumvention. Nothing in these Terms grants you any rights in the Services other than as necessary to enable you to access the Services. You agree not to try to circumvent or delete any intellectual property notices contained on the Services and in particular in any digital rights or other security technology embedded or contained within any Site or App content.

9.3. Trademarks. Thermo Plus LTD, ZU Cafe, and zucafe.ca are our trademarks. Other trademarks and trade names may also be used on the Services, which might belong to us our licensors. The use or misuse of any trademarks or any other content on the Services except as provided in these terms and conditions is strictly prohibited. Nothing contained on the Services will be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark without our prior written permission.

9.4. Materials. Thermo Plus LTD authorizes you to view, download and print a single copy of materials and content provided on the Services for your personal use only and only in connection with your use of the Services. You may not remove any trademark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of the Services’ materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of the Services or the Services materials or content without the prior written permission of Thermo Plus LTD is strictly prohibited. We reserve the right to take such steps as we deem necessary, including legal action, to restrain such unauthorized and prohibited activity and we reserve the right to suspend or terminate your access to any part of the Services immediately, without prior notice.

9.5. Third-Party Materials Contained in the Services. The Services may include software, content, data or other materials, including related documentation, that are owned by persons other than Thermo Plus LTD (“Third-party Materials”) and that are provided to you on license terms that are in addition to or different from those contained in these Terms ( "Third ­party Licenses" ). You are bound by and shall comply with all Third­ party Licenses. Any breach by you of any Third ­party License is also a breach of these Terms. Thermo Plus LTD has no responsibility or liability for Third-Party Materials.

10. SOFTWARE

10.1. Software. Where any software (including the App) is made available for downloading from the Services, this is our copyrighted work or that of our licensors. You may use such software only in accordance with the terms of the end user license agreement, if any, which accompanies the software and, subject thereto, in accordance with these Terms. All such software is made available for downloading solely for your internal use in a non-commercial manner (except as otherwise agreed in writing by Thermo Plus LTD). Any reproduction or redistribution of software not in accordance with the end user licence agreement or these Terms is expressly prohibited, and may result in severe civil and criminal penalties.

10.2. Disclaimer of Warranties. Software (including the App) made available by Thermo Plus LTD is warranted only to the extent expressly provided in the terms of its applicable end user license agreement (if any). We hereby disclaim all other warranties, conditions and other terms (whether express or implied) with regard to such software, including all implied warranties and conditions of satisfactory quality, freedom from defects, merchantability, non-infringement, and fitness for a particular purpose. In no event shall our aggregate liability in respect of any such software exceed the limitations of liability in the applicable end user license agreement, or in all other cases the amount you paid us for the relevant software.

10.3. Software Obtained from an App Store. The following applies if you access or download the App (“Mobile App Store-Sourced Application”) from a mobile application store or inventory (“Mobile App Store”) such as the Apple App Store or the Google Play Marketplace:

(a) You acknowledge and agree that (i) these Terms are concluded between you and Thermo Plus LTD only, not Apple or Google; and (ii) Thermo Plus LTD, not any Mobile App Store, is solely responsible for the Mobile App Store-Sourced Application and content thereof. Your use of the Mobile App Store-Sourced Application must comply with the Mobile App Store’s terms of use.

(b) You acknowledge that the Mobile App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App Store-Sourced Application.

(c) The Mobile App Store has no responsible for any product warranties, whether express or implied by law, related to the App.

(d) You and Thermo Plus LTD acknowledge that, as between Thermo Plus LTD and the Mobile App Store, the Mobile App Store is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile App Store-Sourced Application or your possession or use of the Mobile App Store-Sourced Application, including: (i) product liability claims; (ii) any claim that the Mobile App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(e) You and Thermo Plus LTD acknowledge and agree that the Mobile App Store, and the Mobile App Store’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the Mobile App Store-Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, the Mobile App Store has the right (and is deemed to have accepted the right) to enforce these Terms as related to your license of the Mobile App Store-Sourced Application against you as a third-party beneficiary thereof.

(f) Thermo Plus LTD’s contact information for any end-user questions, complaints or claims with respect to the Mobile App Store-Sourced Application is set forth in the Notice section below.

(g) Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the Mobile App Store-Sourced Application

11. SUBMITTING INFORMATION AND CONTENT TO THE SERVICES

11.1. Your Content.

(a) Licence. Portions of the Services may allow Users to post and exchange information and content (such information and content, "User Content"), such as images, text, audio, and video, but Thermo Plus LTD does not screen, edit or review any User Content before it is posted or transmitted, unless explicitly stated for a particular service. 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 Thermo Plus LTD a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) license to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, rent out, sublicense, create derivative works from, and distribute your User Content, subject to these Terms and our Privacy Policy, without any notice or compensation to you or any other person, and you further authorize Thermo Plus LTD to disclose your User Content to third-parties in accordance with your account settings and the functionality of the Services (the “User Content License”). Each time you submit or post User Content on the Services, you confirm, represent, and warrant to Thermo Plus LTD that you have all the rights, power, and authority necessary to grant the User Content License and that your User Content is lawful. Please note that User Content available through the Services does not necessarily reflect the views of Thermo Plus LTD, and Thermo Plus LTD disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or availability in the Services.

(b) Responsibility. You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using our Services, is the sole responsibility of the person from whom it originated. This means that you, and not Thermo Plus LTD, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via the Services; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. Thermo Plus LTD does not control the User Content posted via the Services and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold Thermo Plus LTD 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 the Services.

(c) Removal of Your Content. You acknowledge that Thermo Plus LTD does not typically pre-screen, monitor, or modify User Content, but that Thermo Plus LTD has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via the Services that violates these Terms, or is otherwise objectionable, in our sole and arbitrary discretion. You acknowledge and expressly consent to Thermo Plus LTD, accessing, preserving, and disclosing your Account information and User Content if required to do so by Law or if in good faith Thermo Plus LTD 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 Thermo Plus LTD, or our affiliates, staff, Users, or the public.

(d) Derivative Content. Thermo Plus LTD owns all intellectual property rights in the content we derive or create from User Content (“Derivative Content”).

11.2. Feedback and Unwanted Submissions. We welcome any questions, comments or feedback you might have about the Services or these Terms ("Feedback"). Please refer to the Contact section of the Services for our contact information. That said, the Services are 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 or disclosure of such Unwanted Submissions. You agree we are free to use your Unwanted Submissions as we see fit without any obligation to you.

11.3. License to Feedback and Submissions. If you provide Feedback, or Unwanted Submissions, you grant Thermo Plus LTD a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost rent out, sublicense, create derivative works from, and distribute 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 Thermo Plus LTD the right to use the name you submit with the User Content or Feedback, if any, in connection with Thermo Plus LTD’s rights hereunder.

11.4. Your Representations; Waiver of Moral Rights. Each time you submit or post Feedback, Unwanted Submissions or User Content, you represent and warrant that any such Feedback, Unwanted Submissions, and User Content you supply to us is and shall be your own original work and has been lawfully provided to us and that you have all necessary consents to provide this to us and that we shall be entitled to disclose your name with any such Feedback, Unwanted Submissions, or User Content that we may choose to publish. Where you are the author of such content, you agree that you waive all moral rights you may have in any such Feedback, Unwanted Submissions, or User Content.

11.5. Personal Information. You agree that any personal information you disclose to us may be used and disclosed by Thermo Plus LTD as described in our Privacy Policy.

11.6. 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 info@zucafe.ca.

11.7. Data Backup. The Services do not replace the need for you to maintain regular data backups or redundant data archives. THE THERMO PLUS LTD PARTIES HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.

12. ACCURACY OF INFORMATION AND AVAILABILITY OF THE SERVICES

12.1. Reliance on Content. While we use reasonable efforts to include accurate and up-to-date information on the Services, we do not represent, warrant, or promise (whether expressly or by implication) that any, information, materials, or content are or remain available, accurate, complete and up to date, free from bugs, errors or omissions, or fit or suitable for any purpose. Any reliance you may place on the information, materials, or content made available on the Services is at your own risk. Content and materials on the Services are provided for your general informational purposes only.

12.2. Advice Disclaimer. WITHOUT LIMITING SECTION 5, INFORMATION, MATERIALS, AND CONTENT ON THE SERVICES ARE MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. THE INFORMATION, MATERIALS, AND CONTENT MADE AVAILABLE ON THE SERVICES DOES NOT AND IS NOT INTENDED TO CONVEY INVESTMENT ADVICE, FINANCIAL ADVICE, ECONOMIC ADVICE, ACCOUNTING ADVICE, TAX ADVICE, REAL ESTATE ADVICE, LEGAL ADVICE, OR ANY OTHER TYPE OF PROFESSIONAL ADVICE. YOU MUST NOT RELY ON THE INFORMATION, MATERIALS, OR CONTENT ON THE SERVICES AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU MUST OBTAIN PROFESSIONAL ADVICE FROM A QUALIFIED THIRD-PARTY BEFORE TAKING, OR REFRAINING FROM, ANY ACTION OR INACTION ON THE BASIS OF THE INFORMATION, MATERIALS, OR CONTENT ON THE SERVICES. THERMO PLUS LTD IS NOT RESPONSIBLE OR LIABLE FOR ANY ACTIONS OR INACTION YOU TAKE PART AS A RESULT OF THE INFORMATION, MATERIALS, OR CONTENT THAT IS AVAILABLE ON THE SERVICES OR OTHERWISE SUPPLIED TO YOU BY US.

12.3. Availability of the Services. While we endeavour to keep the Services available, we do not represent, warrant, or guarantee in any way the Services’ continued availability at all times or uninterrupted use by you of the Services.

13. THIRD PARTY SERVICES AND CONTENT

13.1. Third Party Services. For your convenience, the Services may provide links or pointers to third-party sites and services. We make no representations or warranties about any other sites or services that may be accessed from the Services. If you choose to access any such sites or services, you do so at your own risk. We have no control over the contents of any such third-party sites or services and accept no responsibility or liability for such sites or services or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites or services. The display of any hyperlink and reference to any third-party website does not constitute an endorsement of such third party’s website, products, or services

13.2. Third Party Content. The Services may include content provided by third-parties, including from other Users and third-party licensors. All statements or opinions expressed in any such third-party content are solely the opinions and the responsibility of the person providing those materials. Such materials do not necessarily reflect the opinion of Thermo Plus LTD. Thermo Plus LTD is not responsible or liable to you or any third party for the content, information, opinions, or accuracy of any third-party materials.

14. INDEMNITY

14.1. Indemnification of Thermo Plus LTD. You will defend, indemnify and hold harmless Thermo Plus LTD Parties from and against any and all Losses arising from any third-party claim or action, resulting from, connected with, or relating to:

(a) your use of, or reliance on, the Services or any other services made available through the Services, User Content, or the other content or materials made available through the Services;

(b) any use of the Services arising through your Account, whether in violation of the Terms or not;

(c) your interactions, transactions, or agreements with any other Users;

(d) your negligence, misconduct, or breach of these Terms;

(e) your alleged or actual violation of Law; or

(f) your User Content.

Notwithstanding the foregoing, Thermo Plus LTD retains the right to participate in the defense of and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense.

15. DISCLAIMERS

15.1. YOUR USE OF THE SERVICES AND ITS CONTENT (INCLUDING USER CONTENT), AND ANY SERVICES OR ITEMS YOU OBTAIN THROUGH THE SERVICES, IS AT YOUR SOLE RISK. THE SERVICES AND ITS CONTENT (INCLUDING USER CONTENT) ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND WITH ALL FAULTS BASIS. THERMO PLUS LTD DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AND THERMO PLUS LTD SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15.2. THERMO PLUS LTD MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ITS CONTENT (INCLUDING USER CONTENT), OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, BE SUITABLE OR APPROPRIATE FOR YOUR CIRCUMSTANCES, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

15.3. THERMO PLUS LTD ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE OR ACCESS, OR TO STORE OR ACCESS PROPERLY, YOUR DATA. YOU ASSUME THE ENTIRE RISK IN DOWNLOADING OR OTHERWISE ACCESSING ANY DATA, FILES, OR OTHER MATERIALS OBTAINED FROM THIRD PARTIES AS PART OF THE SERVICES, EVEN IF YOU HAVE PAID FOR VIRUS PROTECTION SERVICES.

15.4. THE ACCESS TO AND DOWNLOADING OF CONTENT AND MATERIAL FROM THE SERVICES IS DONE AT YOUR OWN RISK. THERMO PLUS LTD MAKES REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE VIRUS-FREE, BUT THERMO PLUS LTD DOES NOT AT ANY TIME GUARANTEE OR WARRANT THAT SUCH CONTENT OR MATERIALS ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT YOUR COMPUTER SYSTEM AND DATA AND YOU ARE RESPONSIBLE FOR THE ENTIRE COST OF ANY SERVICE, REPAIRS OR CORRECTIONS NECESSARY AS A RESULT OF THE USE OF THE SERVICES.

15.5. WITHOUT LIMITING ANY OF THE OTHER PROVISIONS OF SECTION 15, YOUR USE OF, OR RELIANCE UPON, ANY PAYMENT SERVICES FACILITATED THROUGH THE SITE IS AT YOUR SOLE RISK. SUCH PAYMENT SERVICES ARE OFTEN PROVIDED BY THIRD-PARTY PAYMENT PROCESSORS OVER WHOM WE HAVE NO CONTROL AND NOT BY THERMO PLUS LTD DIRECTLY. WE HAVE NO RESPONSIBILITY OR LIABILITY RELATED TO YOUR USE OR RELIANCE ON SUCH THIRD-PARTY PAYMENT SERVICES.

15.6. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT THERMO PLUS LTD DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. THERMO PLUS LTD MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. THERMO PLUS LTD EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER. THERMO PLUS LTD HAS NO RESPONSIBILITY OR LIABILITY FOR CONDUCTING BACKGROUND CHECKS ON ANY USER.

15.7. THERMO PLUS LTD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT COMPLIANCE WITH LOCAL, STATE, PROVINCIAL, OR FEDERAL LAWS IN ANY JURISDICTION. USERS ARE SOLELY RESPONSIBLE FOR ENSURING THEIR USE OF THE SERVICES COMPLIES WITH ALL APPLICABLE LAWS IN THEIR JURISDICTION.

16. LIMITATION OF LIABILITY & RELEASE OF CLAIMS

16.1. Dollar Cap. WITHOUT LIMITING SECTION 16.2, THE THERMO PLUS LTD PARTIES CUMULATIVE AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNT OF FEES YOU PAID THERMO PLUS LTD IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR IF YOU USED THE SERVICES ON A FREE BASIS, THEN THE THERMO PLUS LTD PARTIES’ LIABILITY WILL NOT EXCEED $10.00 CAD).

16.2. Exclusion of Damages. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE THERMO PLUS LTD PARTIES 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, LOSS OF LIFE, 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.

16.3. Release of Claims. NONE OF THE THERMO PLUS LTD PARTIES ARE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON FOR THE ACTS OR OMISSIONS OF ANY USER OF THE SERVICES AND, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU HEREBY RELEASE THE THERMO PLUS LTD PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOW AND UNKNOWN, NOW EXISTING AND AS MAY ARISE IN THE FUTURE, ARISING OUT OF OR RELATED IN ANY WAY TO ANY ACT OR OMISSION OF ANY USER OF THE SERVICES.

16.4. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

17. GOVERNING LAW

17.1. Governing Law.

(a) For users in Canada, these Terms are governed by the laws of Ontario and federal laws of Canada.

(b) For users in the United States:

(i) These Terms are governed by the laws of the State of Washington and U.S. federal law

(ii) Users must comply with all Applicable Laws in their jurisdiction

(iii) If any provision conflicts with Applicable Laws, such laws shall govern

17.2. Compliance with Local Laws. Each user is responsible for ensuring their use of the Services complies with all Applicable Laws in their jurisdiction. Thermo Plus LTD makes no representations about compliance with local laws.

18. DISPUTES & BINDING ARBITRATION

18.1. Arbitration. If the courts in your province, state, or country will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to these Terms will be instituted exclusively in the courts of the Province of Ontario, Canada, and in particular, the courts located in Toronto, Ontario, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and any of the Thermo Plus LTD Parties arising out of or relating to these Terms or the Services that such dispute will be referred to and finally resolved by mandatory and binding arbitration administered by the Arbitration Places or a comparable arbitration institution based in Toronto, Ontario, in accordance with its applicable Rules.

The parties agree that they will not appeal any arbitration decision to any court.

18.2. Opt-Out. You may opt out of the above arbitration clause by following the procedure described in this paragraph. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and any of the Thermo Plus LTD Parties arising out of or relating to these Terms or the Services. To opt out, you must, within 30 days of accepting these Terms, deliver to Thermo Plus LTD a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name (if any). The opt-out statement must be delivered to the following address:

Thermo Plus LTD (doing business as ZU Cafe)

150 Parkview Ave.,

North York, Ontario, M2N 3Y7

Canada

18.3. Waiver of Class Action and Jury Trial. You hereby waive and agree to waive any right you may have to commence or participate in any class action against any of the Thermo Plus LTD Parties related to any claim and, where applicable, you also agree to opt out of any class proceedings against any of the Thermo Plus LTD Parties. Where applicable, if a dispute arises between any of the Thermo Plus LTD Parties and you, you hereby waive and agree to waive any right you may have to participate in a trial by jury with respect to that dispute.

19. GENERAL

19.1. Force Majeure. No delay, failure, or default on the part of Thermo Plus LTD will constitute a breach of these Terms to the extent caused by: (a) acts of war, terrorism, invasion, riots or other acts of civil unrest; (b) hurricanes, earthquakes, pandemic, epidemic, flood, fire, tsunami, solar flare, electro-magnetic pulse, explosion, other acts of God or of nature; (c) strikes or other labor disputes; (d) national or regional emergency; (e) passage of Law or any action taken by a governmental or public authority, including imposing an embargo, workplace shutdown or staffing restrictions, health order, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; (f) national or regional shortage of adequate power or telecommunications or transportation facilities; or (g) other causes beyond Thermo Plus LTD’s reasonable control.

19.2. Termination and Survival. Thermo Plus LTD may terminate these Terms at any time by providing written notice of termination to you. Sections 1.2, 9.1, 9.3, 9.5, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 and all other provisions of these Terms which must survive termination to fulfill their purpose, will survive termination or expiration of these Terms.

19.3. No Third-Party Beneficiaries.

(a) Except as set forth in Paragraph 19.3(b), the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of these Terms upon any person other than the parties to these Terms and their respective successors and permitted assigns.

(b) The parties hereby designate each of the Thermo Plus LTD Parties as third-party beneficiaries of Sections 11.7 (Data Backup), 14 (Indemnity), 16 (Limitation of Liability & Release of Claims), 18 (Disputes and Binding Arbitration) having the right to enforce those Sections.

19.4. Relationship. The relationship between the parties is that of independent contractors. Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture, franchise, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

19.5. No Waiver. The failure of Thermo Plus LTD to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by you.

19.6. Headings. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

19.7. 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.

19.8. 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.

19.9. Entire Agreement. These Terms constitute the sole and entire agreement between you and Thermo Plus LTD regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

19.10. Modifications to the Terms. Thermo Plus LTD may modify these Terms from time to time and such modifications will become effective upon posting. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. If you do not agree with the modifications, you must delete your Account. Thermo Plus LTD will provide you with reasonable advance notice through the Services, or by other means, of any modifications that materially adversely affect your rights or impose new obligations on you.

19.11. Language. The parties acknowledge that they have required that the Terms and all related documents be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais.

19.12. 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.

19.13. Equitable Relief. You hereby acknowledge and agree that any breach by you of these Terms would result in harm to Thermo Plus LTD, and that Thermo Plus LTD could not be adequately compensated for such harm by monetary award. Accordingly, you hereby agree that in the event of any such breach, in addition to all other remedies available to Thermo Plus LTD at law or equity, Thermo Plus LTD will be entitled as a matter of right, and without posting bond or proving damages, to, notwithstanding Section 18, apply to any court of competent jurisdiction for such equitable relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance by you with these Terms.

19.14. Notice. We may give you notice at the email address (or if no email address, other contact information) you provide to Thermo Plus LTD during the registration process or at your last known address. Except as otherwise stated herein, you may only give us notice by letter at:

Thermo Plus LTD (doing business as ZU Cafe)

150 Parkview Ave.,

North York, Ontario, M2N3Y8

Canada