Terms and Conditions

TERMS AND CONDITIONS

1. INFORMATION ABOUT FACTOR

In these terms and conditions, the words “we”, “us”, “our” and similar expressions refer to GDE Grocery Delivery E-Services Canada Inc., carrying on business under the registered name “Factor” (hereinafter identified as “Factor”), a British Columbia company, whose head office address is at 110 Spadina Avenue, Unit 200, Toronto, Ontario, Canada, M5V 2K4 and that supply to you the products (“Products”) listed on our website www.factormeals.ca or on our web applications, mobile applications or via applications on other platforms or devices via one of our subscription services (“Services”). By using our website www.factormeals.ca or any software application or other platform you download (collectively the “Site”), you agree to these Terms and Conditions (the ""Terms and Conditions"").

These terms and conditions are applicable to persons who access or use our Site, purchase Products or subscribe for our Services on the internet or via any web application, mobile application or other platform or device. Please read these terms and conditions carefully before accessing and using our Site, ordering any Products from us or subscribing to one of our Services. You should understand that by ordering any of our Products or subscribing to one of our Services or using our Site, you agree to be bound by these Terms and Conditions. You should also carefully review our Privacy Policy at www.factormeals.ca/privacy before placing an order for Products or Services or using our Site.

You should print a copy of these terms and conditions for future reference. Please tick the checkbox in the shopping cart to accept these Terms and Conditions to confirm your acceptance of these Terms and Conditions. Please understand that if you refuse to accept these Terms and Conditions, you will not be able to order any Products or Services from us.

The term “Residents of Québec” refers to residents of the province of Québec who enter into a contract to which the Consumer Protection Act (Québec) applies. If you elect to receive marketing and support text messages from us, either via our website or by sending a text message indicating your consent, you are providing (and signing) your prior express written consent to receive recurring marketing or promotional and support text messages from us (each, a “Text Message”) sent through an automatic telephone dialing system. These may include cart abandon messages. Message frequency varies. We reserve the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. This service is optional, and your consent is not a condition for purchase. You can opt out of receiving any further Text Messages from this program at any time by replying “STOP” to any Text Message you receive from us. For help, reply “HELP” to any Text Message you receive from us or call +1 807 790 2770. Your mobile provider’s message and data rates may apply to our confirmation Text Message and all subsequent Text Message correspondence according to your individual rate plan provided by your wireless carrier. Please consult your mobile service carrier’s pricing plan to determine the charges for browsing data and sending and receiving Text Messages. Under no circumstances will we or our affiliates be responsible for any Text messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. If your carrier does not permit Text messages, you may not receive the Text Messages. Neither we nor the wireless carriers (such as Bell) will be liable for any delays in the receipt of, or failure to deliver, any Text Messages, as delivery is subject to effective transmission from your network operator. Text Message services are provided on an “AS IS” basis. Data obtained from you in connection with any Text Message services may include your cell phone number, your provider’s name and the date, time and content of your text messages. We may use this information in accordance with our Privacy Policy to contact you and to provide the services you request from us. For more information on how we use telephone numbers, please read our Privacy Policy. You may elect to receive text messages in either French or English. To switch your preferred language at any time, send (a) “PASSER AU FR” to receive French text messages or (b) “SWITCH TO EN” to receive English text messages.

2. SERVICE AVAILABILITY Our Site, web applications and mobile applications are only intended for use by people residing in selected parts of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Québec, and Newfoundland (“Serviced Territory”). We do not accept orders from individuals outside the Serviced Territory.

3. YOUR STATUS By placing an order through our Site, web applications or mobile applications, as applicable, you warrant that:

3.1 You are legally capable of entering into binding contracts;

3.2 You are at least 18 years old;

3.3 You are resident in the Serviced Territory; and

3.4 You are accessing our Site, web applications or mobile applications, as applicable, from the Serviced Territory.

4. ACCOUNT, ORDERS AND SUBSCRIPTION CONDITIONS By placing an order via our website, web or mobile applications, as applicable, you agree that:

4.1 In order to open an account (""Account"") to place orders for Services, you must complete the registration process by providing us with current, complete and accurate information about yourself, including a designated address for delivery of Products (the ""Designated Address""). You are responsible for ensuring that your Account information, including your Designated Address, is current and accurate. You are also responsible for maintaining the confidentiality of your Account information, including your password, and for any activity that occurs under your Account as a result of your failure to keep such information secure and confidential. You agree to notify us immediately in writing of any unauthorized use of your Account or password, or any other breach of security.

4.2 After placing an order through our standard order form on our Site, web applications or mobile applications, as applicable, you will receive an e-mail from us acknowledging that we have received your order (Acknowledgement). Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy Products by subscribing to a Service, subject to these Terms and Conditions. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that your order has been accepted (Confirmation). We may choose not to accept any orders in our sole discretion. The contract between us (Contract) will only be formed when you receive the Confirmation. Note that the Acknowledgement and the Confirmation may be contained in the same email.

4.3 The Contract will relate only to those Products whose dispatch we have confirmed in the Confirmation. We will not be obliged to supply any other Products that may have been part of your order until the dispatch of such Products has been confirmed in a separate Confirmation.

4.4 By accepting the Terms and Conditions and entering into a contract with us, you understand that your subscription to the Services will be renewed on a weekly basis. When you place an order for Services, you will be charged an initial fee, followed by recurring weekly fees related to the Services (""Recurring Fee""). By subscribing to our Services, you agree to pay these initial and recurring fees and authorize us to collect payment for the Services using the payment method associated with your Account for an indefinite period of time until deactivated by one of us, according to the subscription terms set forth in the subscription form. If your primary payment method fails, Factor may charge a secondary payment method associated with your Account.

4.5 The Recurring Fee will continue to apply until you deactivate your subscription to the Services or change your payment method. To deactivate the Services or change your payment method, you must log into your Account on our web Site and change your settings or email us at hello@factormeals.ca with your Account details. You may deactivate your subscription to the Services at any time and we will not charge you for the next week's recurring fees provided you deactivate by 11:59 p.m. PT on Wednesdays (the ""Deadline""). However, you will not be eligible for a pro-rated refund of the subscription fee paid for the current weekly subscription period. If you deactivate your subscription prior to the Deadline, you may use your subscription until the end of the current weekly subscription period. Your subscription will not be renewed after the end of that period. You will not be charged for deactivation.

4.6 You may re-subscribe to the Services at any time after your cancellation, but we reserve the right to refuse re-subscription in our sole discretion. We reserve the right at our absolute discretion not to renew your subscription at any time without giving any reasons for our decision or, for Quebec residents, following a 60-day prior notice.

4.7 Your right to the Services will only apply when we receive payment in full of all sums due in respect of the Services, including delivery charges, if any.

5. DELIVERY, RISK AND TITLE 5.1 We will deliver the Products to your Designated Address on a specific day of the week as set out in the Confirmation (individually, the ""Delivery Date"") in accordance with any special instructions you may provide.

5.2 If a Delivery Date falls on a public holiday, the Products will be delivered on the next business day or as otherwise specified in a notice sent to you via our Site.

5.3 Transfer of title and risk occurs when the Products arrive and are delivered at your Designated Address.

5.4 To maintain the integrity of Products after delivery to your Designated Address, we recommend that you immediately refrigerate or freeze perishable items. Factor recommends that all warming instructions found on the meal packaging be followed. Please note that each meal will have a corresponding meal description found online.

6. HEALTH AND MEDICAL SERVICE DISCLAIMER

6.1 We do not provide professional medical services or advice. Factor is not a medical organization. The Services provided by the website and/or mobile app and/or dietitian do not contain or constitute, and should not be interpreted as, medical advice or opinion. No doctor-patient and/or therapeutic relationship is created. Factor is not a licensed medical care provider, and the Services are not medically supervised. You are urged and advised to seek the advice of a physician before beginning your use of the Services and to get periodic medical check-ups as recommended by your primary-care physician. Never disregard professional medical advice or delay in seeking it because of something you have been told by Factor staff or any wellness professional. Each time you use the Services, you represent to us that you are not using the Services for the purpose of seeking medical attention. You further agree that, before using the Services, you shall consult your physician, particularly if you are at risk for problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Services is inconsistent with medical advice from your physician, you should follow the advice of your physician.

7. VOUCHERS AND GIFT CARDS

7.1 We may offer gift cards, discount promotions and other types of voucher (“Voucher”) which require to be activated by online application in order for the holder of the Voucher (“Holder”) to order Products through a Service. If paid for, the Voucher is deemed to have been sold at the time of payment for it. A Contract, including these Terms and Conditions, is created when you receive the Confirmation.

7.2 A Voucher may only be used once by its Holder and may not be copied, reproduced, distributed or published either directly or indirectly in any form or stored in a data retrieval system without our prior written approval.

7.3 We reserve the right to withdraw or deactivate any Voucher (other than a paid-up gift card) for any reason at any time.

7.4 Vouchers may only be redeemed through our Site or web applications or mobile applications and not through any other website or method of communication. To use your Voucher you will be required to enter its unique code at the online checkout and use of such code will be deemed to confirm your agreement any special conditions attached to the Voucher.

7.5 Any discounts attached to Vouchers apply to the price of the Products ordered only and not to delivery charges, if any, which will be chargeable at normal rates, unless stated otherwise. Discounts do not apply to any separate add-on charges or premium charges made through your account.

7.6 With free box vouchers, you must have an active subscription on the day of your scheduled delivery. We reserve the right to cancel delivery of the Product should you deactivate your subscription before the aforementioned delivery date.

8. PRICE AND PAYMENT 8.1 The price of the Products and our delivery charges, if any, will be as quoted on our Site, web applications or mobile applications. Except for Quebec residents, we are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

8.2 Product prices include applicable taxes.

8.3. Prices for the Services and delivery charges, if any, are subject to unilateral change with a minimum of 30-day prior written notice. When a price change is introduced for the Services to which you have subscribed, you will receive prior written notice from us and will have the option to accept the price change and continue your subscription to the Services under the new payment terms or deactivate your subscription to the Services. For Quebec residents, and where otherwise required by applicable law, this 30-day written prior notice will also expressly identify the service or fee being changed and its prior version and the effective date of the change, and if the change results in an increase in your obligations or a decrease in our obligations, will provide you with the opportunity to reject the change and terminate your Agreement without charge, penalty or cancellation fee by sending us written notice no later than 30 days after the change becomes effective.

8.4 Payment for all Products and Services must be by credit card or PayPal. We accept payment with American Express, Visa, Mastercard, and via PayPal. We reserve the right to change the payment methods we accept at any time. We will not charge your credit card or PayPal account for a weekly delivery until after the deactivation deadline for such weekly delivery, with the exception of your first delivery under one of our Services which may occur immediately following your initial subscription to said Service.

8.5 You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card or PayPal account for your purchase, and (iii) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

8.6 If a payment is not successfully paid and you do not edit your payment method or cancel your purchase of a Product, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated. Factor reserves the right to collect any outstanding payment due, and may transfer the collection of your outstanding balance to a third party collection agency.

9. OUR REFUNDS POLICY 9.1 If you refuse a Product from us:

9.1.1 Because you have deactivated your subscription to the Services before the Deadline (see clause 4.5 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you gave notice of deactivation or, in the case of Quebec residents, within 15 days of the cancellation of your subscription. In this case, we will refund the price of the Product in full, and any applicable delivery charges.

9.1.2 For any other reason, we will notify you of your refund, if any, via phone or e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via phone or e-mail that you were entitled to a refund. If all or part of a Product (Defective Item) is defective, we will credit you an amount equivalent to the value of the Defective Item towards a future purchase, including any applicable delivery charges and any reasonable costs you incur in refusing the Defective Item.

9.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

10. VIOLATION OF THESE TERMS AND CONDITIONS

10.1 We may terminate and/or suspend your Account immediately, without notice, if there has been a breach of these Terms and Conditions or any agreement, policies and conditions posted on the Site by you or anyone using your credentials. We may also cancel or suspend your Account or Services for any other reason, including inactivity for an extended period of time, but we will attempt to notify you in advance of such cancellation or suspension and for Quebec residents, at least 60 days prior to the date of such cancellation. Except for Quebec residents, we shall not be liable to you or any third party for any termination of your access to your Account or the Site and/or Services. If applicable, you agree not to attempt to use your Account and/or the Services after such deletion, deactivation or termination. You also agree that any breach by you of the Contract between you and us will constitute an unlawful and unfair business practice and will cause irreparable harm to us, for which monetary damages would be insufficient, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.

10.2 Except for residents of Quebec, we may, in our sole discretion and without prior notice, terminate your access to the Services for cause, including, but not limited to (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Services offered on or through the Site, or (3) unexpected technical problems or difficulties.

11. TRANSFER OF RIGHTS AND OBLIGATIONS 11.1 The Contract between you and us is binding on you and us and on our respective successors and assignees.

11.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

11.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

11.4 These Terms and Conditions do not and are not intended to confer any rights or remedies upon any person other than you.

12. INTELLECTUAL PROPERTY RIGHTS 12.1 We are the owner or licensee of all intellectual property rights in our Site, whether registered or unregistered, and in the material published on it, including all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, ""Content""), including but not limited to the design, structure, selection, coordination, expression, ""look and feel"" and layout of such Content. The Site and the Content are protected by copyright and trademark laws and may not be copied, reproduced, republished, uploaded, published, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including by ""mirroring"") to any other computer, server, software or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

12.2 Despite article 11.1, you may print off one copy, and may download extracts, of any pages from our Site, web applications and mobile applications for your personal reference. You must not use any part of our copyright materials for commercial purposes without first obtaining a license to do so from us and our licensors.

12.3 If you post comments or reviews on the Products or Services to any website, blog or social media network (Commentary) you must ensure that such Commentary represents your fairly-held opinions. By subscribing to the Services you irrevocably authorize us to quote from or repost your Commentary on our Site, web applications and mobile applications and in any advertising or social media outlets that we may create or contribute to.

13. USER CONTENT

13.1 Our Site or any social media platform on which we have an official page or news feed, may include, now or in the future, areas (""Interactive Areas"") that allow users to post content, including, but not limited to, recipes, reviews, photos, videos, music, audio, text, graphics, code or other materials (""User Content""). Any User Content you post must, in its entirety, comply with all applicable laws and regulations and these Terms and Conditions.

13.2 You understand and acknowledge that you are responsible for all User Content that you submit or contribute to and for your use of the Interactive Areas of the Site and that you alone are solely responsible for such content and use, including its legality, reliability, accuracy and appropriateness. We are not responsible for the content or accuracy of any User Content posted by you or any other user of the Site. You understand and acknowledge that User Content that you share with a third party via the Site or third party platforms will be viewable by others in accordance with the privacy settings you select.

13.3 Any User Content you post on the Site will be considered non-confidential and non-proprietary. By providing any User Content on the Site, you represent and warrant that:

you own or control all rights to the User Content and have the right to grant the license to us, our affiliates and service providers, and their respective licensees, successors and assigns;
you grant us, our affiliates and service providers, and their respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and disclose to third parties any such material for any purpose; and
all of your User Content complies and will comply with these Terms and Conditions.

13.4 By using the Interactive Areas of the Site, you also agree not to create, post, share or store the following: (1) Any content that would expressly or impliedly encourage conduct that would be considered a violation of any law or regulation; (2) Any content that we deem to be indecent, obscene, abusive, threatening, pornographic, or harassing; (3) Any content that violates the proprietary rights of any third party; (4) Any content that contains confidential information; (5) Any content that imitates or misrepresents your affiliation with any person or entity without their express permission; (6) Any content that contains solicitations, including, but not limited to, advertisements, promotional materials (other than those directly related to Factor) and political campaign requests; (7) Any content that, in our sole judgment, is objectionable or restricts or inhibits any other person from using or enjoying the Site or the Services, or that may expose us or others to any damages or liability of any kind.

13.5 Although we are not required to regulate it, we reserve the right, in our sole discretion, to monitor, edit or delete User Content posted or stored on the Site for any reason. You are solely responsible for creating backup copies and replacing any User Content that you post or store on the Site at your sole cost and expense.

13.6 We do not claim any ownership rights in your User Content. However, by uploading, posting, or submitting User Content on the Site or news feeds on third-party social media platforms (e.g., our Facebook page, Instagram page, or Twitter feed), you hereby agree to: (1) to grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable, worldwide, perpetual, irrevocable, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and publicly display your User Content in whole or in part, and your name, likeness, voice and image in any manner or for any reason and for any purpose whatsoever, in our sole discretion, including, without limitation, for advertising, promotional, publicity, commercial, illustrative, artistic and other commercial and non-commercial purposes ; and (2) represent and warrant that (a) you own and control all rights to the User Content or have the legal right to display such User Content, (b) the User Content is non-confidential and you authorize us to use such User Content for the purposes described in these Terms and Conditions (c) the User Content is accurate and not misleading or harmful in any way, and (d) the User Content, and its use and display, does not and will not violate these Terms and Conditions or any applicable law, rule, regulation or third party right. You agree to (i) waive all moral rights in your User Content in favor of us; and (ii) release and hold us and our agents, employees, directors, officers, successors and assigns harmless from any claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trademark infringement, or any other intellectual property-related cause of action that relate in any way to the User Content. For greater certainty and for the avoidance of doubt, we reserve the right, in our sole and absolute discretion and at any time, to modify or edit the User Content if a complaint is received with respect to the User Content, or for any other reason. If such action is necessary at any time, we reserve the right, in our sole and absolute discretion, to remove the User Content

14. EVENTS OUTSIDE OUR CONTROL 14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).

14.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

14.2.1 Strikes, lock-outs or other industrial action;

14.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

14.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

14.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

14.2.5 Impossibility of the use of public or private telecommunications networks; and

14.2.6 The acts, decrees, legislation, regulations or restrictions of any government.

14.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

14.4 Availability and Delivery. Your order will be fulfilled by the delivery date set out in the Confirmation or, if no delivery date is specified, then within 30 days of the date of the Confirmation, absent the occurrence of a Force Majeure Event. In the event of a Force Majeure Event, we are not liable for the cost of any compromised or failed deliveries; however, we reserve the right to refund you for all or part of any such compromised or failed deliveries as we see fit.

15. LIMITED WARRANTY AND DISCLAIMER 15.1 We warrant to you that any Product purchased from us through our Site, web applications or mobile applications will, on delivery, conform with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.

15.2 Our liability for defective Products is limited to replacement, performance, refund or credit, as applicable.

15.3 Except for Quebec residents, while we do our best to ensure that the information presented to you on the Site is accurate, we make no warranties, representations, promises or undertakings, express or implied, as to the accuracy of any information provided on or through the Site. If you choose to rely on any information provided on or through our Site, you do so at your own risk.

15.4 WE DO NOT PROMISE THAT THE SITE OR THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. WE CANNOT GUARANTEE THAT FILES OR OTHER DATA YOU ACCESS OR DOWNLOAD FROM OR THROUGH THE SITE WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE ELEMENTS. EXCEPT FOR QUEBEC RESIDENTS, EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR RESIDENTS OF QUEBEC, WE DISCLAIM ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE SITE AND/OR ANY PRODUCTS OR SERVICES. YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. EXCEPT FOR QUEBEC RESIDENTS, YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SITE, PRODUCTS OR SERVICES OR ANY CONTENT IS TO DISCONTINUE USING THE SITE OR SERVICES. THIS LIMITATION ON REMEDIES FORMS PART OF THE AGREEMENT BETWEEN THE PARTIES.

Except for Quebec residents, the above disclaimer applies to any damages, liability or injury caused by any failure, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of the Site, whether for breach of contract, tort, negligence or any other cause of action.

16. LIABILITY AND INDEMNIFICATION 16.1 Except for residents of Quebec, in no case shall we be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages, including, but not limited to, damages resulting from (i) your use of or inability to use the Products or Services, (ii) errors, mistakes or inaccuracies in the content of the Site, (iii) bodily injury (including, but not limited to, allergic reactions to Products received through the Services) or property damage of any kind arising out of or in connection with your use of the Products or Services, any bugs, viruses, Trojan horses or other files or data which may be harmful to computer or communications equipment or data which may have been transmitted to or through the Site, or (iv) any errors or omissions in any material on the Site or any other loss or damage of any kind arising out of or in connection with your use of the Products or Services. The foregoing limitations apply to the greatest extent permitted by law in the applicable jurisdiction. Except for residents of Quebec, notwithstanding any other provision herein, if we fail to comply with this Agreement, we will only be liable to you for the purchase price of the Services.

16.2 You agree that it is your sole responsibility to ensure that any Products you obtain through the Services are suitable for you and that you do not order Products to which you may be allergic.

16.3 Nothing in this agreement excludes or limits our liability for any matter for which it would be illegal for us to exclude or attempt to exclude our liability.

16.4 You agree to defend, indemnify and hold harmless us, our affiliates and licensors and their respective affiliates, and each of their directors, officers, agents, contractors, partners, representatives and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with your breach of these terms and conditions or your violation of any law or the rights of any third party with respect to the Site, our web and mobile applications, the Products or the Services. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you here-under, and you shall cooperate as fully as reasonably required by us.

17. CHANGES 17.1 We reserve the right to do the following, at any time and without notice: (1) modify, suspend or terminate the operation of the Site or any portion of the Site, for any reason; (2) modify or change the Site or any portion of the Site, and any applicable policies or terms; and (3) interrupt the operation of the Site or any portion of the Site, as necessary, to perform routine or non-routine maintenance, error correction or other modifications 17.2 These terms and conditions do not and are not intended to confer any rights or remedies upon any person other than you.

18. WRITTEN COMMUNICATIONS By submitting your email to Factor you are indicating an interest in Factor and may receive email marketing communications.

Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, web applications or mobile applications you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website or via our web applications or mobile applications in our sole discretion. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

19. NOTICES All notices given by you to us must be given to GDE Grocery Delivery E-Services Canada inc. at hello@factormeals.ca. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 17 above. Notice will be deemed received and properly served immediately when posted on our Site, 24 hours after an e-mail is sent, or on the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

20. WAIVER 20.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Terms and Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

20.2 A waiver by us of any default will not constitute a waiver of any subsequent default.

20.3 No waiver by us of any of these Terms and Conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 17 above.

21. SEVERABILITY If any of these Terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions and will not impact the validity or enforceability of these remaining terms, conditions and provisions, which will continue to be valid to the fullest extent permitted by law.

22. ENTIRE AGREEMENT 22.1 These Terms and Conditions, any document expressly referred to in them and any Contract constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.

22.2 We each acknowledge that, in entering into a Contract, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions or the documents referred to in them.

22.3 Except for Quebec residents, each of us agrees that our only liability in respect of those representations and warranties that are set out in these Terms and Conditions or the documents referred to in them (whether made innocently or negligently) will be for breach of contract.

22.4 Nothing in this clause limits or excludes any liability for fraud.

23. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS 23.1 We have the right to revise and amend these Terms and Conditions from time to time for any reason including to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

23.2 You will be subject to the policies and Terms and Conditions in force at the time that you order Products and subscribe to Services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms and Conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).

24. APPLICABLE LAW AND JURISDICTION 24.1 Except for Quebec residents, Contracts for the purchase of Services or Products from us and (i) any dispute or claim arising out of or in connection with these Contracts or their subject matter or formation (including non-contractual disputes or claims) or (ii) arising out of or in connection with our Site (including non-contractual disputes or claims) will be governed by Ontario law and the federal laws of Canada applicable therein.

24.2 Except for Quebec residents, any dispute or claim arising out of or in connection with such Services, Products or Site (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of Ontario. Except for Quebec residents, you expressly agree: (i) to submit to the exclusive personal jurisdiction of the courts of Ontario; and (ii) that the Products and the Services shall be deemed passive that do not give rise to personal jurisdiction over Factor, either specific or general, in jurisdictions other than Ontario.

For questions concerning your billing, write to billing@factormeals.ca

For any issue with your last order, write to errors@factormeals.ca

To speak with one of our customer service agents, call +1 807 790 2770.