These Grooceri Business Account Terms & Conditions (the “Agreement”) are between GROOCERI ONLINE LTD, as (“Grooceri”, “we”, “us” or “our”) and the entity registering for a Business Account (“Customer”, “you” or “your”). This Agreement governs your use of the Grooceri services through your Business Account, including any websites, mobile applications, devices, or APIs, or artificial intelligence (“AI”) powered generative experiences that are operated by Grooceri or its subsidiaries and affiliates (collectively, the “Services”). 

Grooceri Business enables registered Business / Vendors to sell products to customer and to access and use a set of features, services, software, and applications specifically intended for Business/Vendors. We may make available to you, through Grooceri Business, certain services or products that are subject to additional terms and conditions, and if you use such services or purchase such products, those terms and conditions will also apply to you. Products made available through Grooceri Business may be designed for, and only appropriate for, specialized uses; accordingly, you may only use them as intended by, and in compliance with all instructions provided.

This Agreement incorporates by reference all Grooceri Privacy Policy, and you acknowledge and agree to the collection, use, and disclosure of your personal and/or business information in accordance with the policy.

This Agreement incorporates by reference all Grooceri Terms and Conditions that are accessible through the Services and which apply to your access to and use of Grooceri Business.

The Services include a technology platform that presents your customers with a set of one or more retailer/vendor (each a “Retailer/Vendor”) virtual storefronts from which your customers can select goods for pick up in-store. Depending on the Retailer/Vendor from whom your customer purchase goods through the Services, picking and packing, services may be performed by third parties, which may include your personnel, and independent contractors (collectively, “Third Party Providers”).

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to pricing, product descriptions, promotional offers, and product availability. Grooceri reserves the right to correct any errors, inaccuracies or omissions and to change or update information or refuse or cancel orders if any information on the Services is inaccurate at any time without prior notice (including after you have submitted your order and/or your payment method has been charged).  

1. Your Use of the Services

Grooceri grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for their intended purposes subject to your compliance with these Terms, Grooceri Community Guidelines for Customers, and any other Grooceri policies. You may not copy, modify, distribute, sell, or lease any part of the Services. Unless such restriction is prohibited by law or you have Grooceri’s written permission, you may not reverse engineer (including tracking the inputs and outputs flowing through our system or application in order to mimic or recreate the system or application) or attempt to extract the source code of the Services. You may only access the Services through the interfaces that Grooceri provides for that purpose (for example, you may not “scrape” or “data mine” the Services through automated means or “frame” any part of the Services), and you may not interfere or attempt to disrupt the Services.  You further agree that you will not use the Services or any information contained therein or obtained therefrom, including any output or other information derived from the Services, to directly or indirectly create, train, test, or improve any machine learning, large language, or artificial intelligence models, or similar or competing product, service, or technology (including for research purposes, open source, or other non-commercial use).

Some parts of the Services may allow you to upload or submit content (such as text, images, video, recipes, lists, links, and other materials). As between you and Grooceri you retain all rights in any content that you upload or submit, and are solely responsible for that content. By uploading content, you represent and warrant that you either own it or are authorized to grant Grooceri the rights described in these Terms. You are responsible and liable if any of your content violates or infringes the intellectual property or privacy rights of any third party.  You grant Grooceri a non-exclusive, royalty-free, worldwide, transferable, sub licensable, perpetual license to use, store, publicly display, publicly perform, reproduce, modify, create derivative works from, or distribute any such content, and to use the content to train, test, or otherwise enhance our machine learning algorithms, for the purposes of operating, providing, and improving the Services. Grooceri may, in its sole discretion, remove or take down any content that you upload or submit to the Services for any reason, including violation of these Terms, the Grooceri Community Guidelines for Customers, or any other policies.

You may have the option of accessing the Services through downloadable software and this software may update itself automatically on your device. Some software, or portions of software, in the Services may be governed by open-source licenses. In that case, Grooceri will make such licenses available to you and, in the case of conflict between such a license and these Terms, the open-source license will control but only with respect to the software, or portion of the software, to which it applies.

You agree that you will comply with all applicable laws and any licenses, permits, registrations, or operating agreements applicable to you when accessing or using the Services, you will adhere to the Grooceri Community Guidelines for Customers (which may be updated from time to time) and any other applicable Grooceri policies, and you will respect those who you encounter in your use of the Services, including Third Party Providers, Grooceri personnel, and individuals who support Grooceri Help Center. Grooceri reserves the right to restrict access to accounts or Services, and/or cancel orders at any time in its sole discretion. We’re constantly modifying and improving the Services. Grooceri may introduce new features, change existing features, or remove features from the Services at any time and without notice. If you provide Grooceri with any feedback on or comments regarding the Services, you grant Grooceri the right to use such feedback or comments for any purpose without restriction or payment to you. 

If Grooceri suspects or determines, in its sole discretion, any fraud, tampering, abuse, or violation of this Agreement in connection with your use of the Services (including but not limited to any order, refund, or use of an incentive or benefit) Grooceri reserves the right to cancel the order, decline or reverse a refund, charge your card on file, revoke, cancel and/or terminate the incentive or benefit, or to take other remedial measures.

You agree to ‘No Alcohol No Drugs’ and agree to ‘NOT’ list products such as alcoholic beverages, medicines, drugs of any kind; or any product for which ingredients are of such property, for sale on this platform.    

(a) Sale of Alcohol is prohibited on this platform

(b) Sale of Marijuana or any substance drug is prohibited on this platform

(c) Sale of Medicine including any OTC (over the counter) medicine is prohibited on this platform

(d) If you have any requests for order cancellations, refunds, or returns, please visit your account to initiate such requests.

2. Account Eligibility & Verification

The individual creating the Grooceri Business account (“Business Account”) on behalf of the Customer represents and warrants that (i) they, and any other individuals acting on behalf of the Customer, have the necessary authority to bind the Customer and are entering into this Agreement on behalf of the Customer, (ii) they are of legal age in the jurisdiction in which they reside to form a binding contract with Grooceri, (iii) the Customer has all requisite right, power, and authority to enter into, perform its obligations under, and grant the rights and authorizations in this Agreement, (iv) neither the individual creating the Business Account, the Customer, nor any individual acting on behalf of the Customer has previously created an account whose access to the Services has been blocked, suspended, or terminated by Grooceri, and (v) the Customer is an Eligible Entity. “Eligible Entities” include all types of businesses (for example, LLCs, LLPs, LTD, corporations, partnerships, sole proprietorships, and PLLCs), all types of governmental entities (federal, state, local, and quasi-governmental entities), and all types of non-profit organizations. If the individual creating the Business Account does not have such authority and capacity on behalf of an Eligible Entity, they are not permitted to use or access Grooceri Business and we may immediately terminate their use of and access to Grooceri Business. Individual consumers should create a non-business user account. 

If eligible to use the Services, you must first register for a Business Account. As part of the account registration process, you must provide us with certain required information, which may include the name of your organization, registered address, and contact information for your organization, among other possible information. We may reject, or require that you correct or update, any information that you provide to us. We may also require you to provide us with additional information about your organization for verification or due diligence purposes (“Additional Verification”). You acknowledge that we may share the information you provide (for example, your organization’s name, addresses, or Taxpayer Identification Number) with our third-party service providers in order to confirm the accuracy of such information and verify your eligibility for certain features that may be available to you through the Services (for example, tax exempt purchasing, business-only pricing or promotions, and adding authorized accounts). 

After you have completed the account registration process, a Business Account will be created for you. Business Accounts may also be referred to as Business Profiles throughout the Services. If we require you to undergo Additional Verification after the creation of your Business Account, you may be able to use the Services while such Additional Verification is in progress. However, Grooceri will have the right, in our sole discretion, to suspend or terminate your Business Account, including by limiting any or all transactions on Grooceri Business, until all Additional Verification is complete to our satisfaction.

3. Account Security & Privacy

3.1 Security. You are solely responsible for maintaining the confidentiality and security of your account credentials, including your password. You agree you will not permit any unauthorized users to access your Business Account using such credentials. You also agree that you are responsible for all conduct and transactions that take place on or using your Business Account and that you will take precautions to keep your password and other Business Account information secure. Grooceri is not responsible for any losses arising out of the unauthorized use of your Business Account. 

3.2. Privacy. Except as disclosed in this Agreement, our use of your information is governed by the Grooceri Privacy Policy. Please review the Privacy Policy to understand our practices with respect to your information. Please note that all information about users associated with a Business Account may be shared with the Customer.

3.3 Separation From Organization. If the individual acting on behalf of the Customer separates from, terminates their relationship with, or is no longer authorized to act on behalf of the Customer, the individual must cease use of the Customer’s Business Account immediately.

3.4 Linked Personal Account. If you create a Business Account using the same credentials as your personal Grooceri user account, certain information, including your saved payment methods, addresses, contact information, and order history, will be shared between your personal account and Business Account.

4. Vendor Staff Member / Authorized Accounts

You may be eligible to authorize a limited number of other members of your organization to add staff from your Vendor Dashboard (“Authorized Accounts via Vendor Staff Manager”). As part of the creation of such Authorized Accounts, you may require to provide permission to your Authorized Account holders via your Vendor Dashboard. You may have the option to allow Authorized Account holders to access information for your organization, such as payment or address information. By creating Authorized Accounts, you agree that you are responsible for all activities that occur under your Business Account and any associated Authorized Accounts, and must ensure your Authorized Accounts comply with all Grooceri terms and policies, including this Agreement. 

The individual having Authorized Account represents that they have the necessary authority to use the Services on behalf of the organization which authorized their access through its Business Account (“Admin Account”). You agree that you will not permit unauthorized users to access the Services through any Authorized Account. You further agree that Grooceri may share with the Admin Account certain information regarding your use of the Services through your Authorized Account, including your name, addresses, cart and item information, and other transaction history. Upon creation of an Authorized Account or acceptance of an Authorized Account invitation, all future orders placed through your Authorized Account will be shared with the Admin Account. 

The Authorized Account / Vendor Staff Manager feature is only available to Grooceri Business users who:

have an existing Grooceri Business account;

are using the Services on behalf of the same organization as the Admin Account;

accept this Agreement and Grooceri’s Privacy Policy (collectively, the “Criteria”). 

Grooceri, in its sole discretion, may impose limits on the number of Authorized Account that can be created per organization.  

To the fullest extent permitted by law, Grooceri reserves the right to disqualify you from participating in the Authorized Account feature if Grooceri suspects or determines, in its sole discretion, you have invited individuals who do not meet the Criteria, created an Admin or Authorized Account that does not meet the Criteria, or you have engaged in any fraud, tampering, abuse, or violation of this Agreement (“Disqualification”). You will have no claim against Grooceri and/or any affiliated company regarding any Disqualification or for any issue relating to your use of the Authorized Account feature.  To the fullest extent permitted by law, neither Grooceri nor any affiliated company shall be liable for any losses arising out of any use of the Authorized Account feature, the failure or inability of a customer to use the Authorized Account feature, or any Disqualification relating to the Authorized Account feature. 

The Authorized Account feature is not a guaranteed benefit of all Grooceri Business users. Grooceri may limit the availability of the feature to select Grooceri Business users. Grooceri reserves the right to modify, refuse access to, reject, suspend, revoke, or terminate any Admin or Authorized Account, at its sole discretion. 

5. Business and Non-Business Use

You must use Grooceri Business exclusively for business purposes.

Non-business orders must be placed using a separate personal account. If you access such non-business services, content and features using your Business Account, you must comply with any separate terms and conditions applicable to such services, content, and features, including the Grooceri Terms of Service.

6. Grooceri Communications

By creating a Business Account, you agree to accept and receive communications from Grooceri or Third-Party Providers, including via email, text message, calls, and push notifications to the cellular telephone number you provided to Grooceri. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Grooceri, its affiliated companies, and/or Third-Party Providers, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may opt out of such communications at any time in your Account Settings or by using the unsubscribe mechanism included in the message, where applicable. You may also opt-out of receiving promotional text messages from Grooceri by replying “STOP” from the mobile device receiving the messages. 

7. Notices

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may retain copies of all of these communications for your records. We may also send you notices at the address provided when registering your Business Account, which you agree is a proper and valid address for any legal or contractual purpose. This Section does not affect any requirements for notice as described in Section 14 (Dispute Resolution & Arbitration Agreement) or for legal service of process, which is instead governed by applicable law.

8. Copyrights, Trademarks, Patents

Use of Grooceri Business does not give you the right or license to frame, use, or reproduce any of Grooceri’s copyrighted material, trademarks, service marks, or other proprietary rights or material, or a license to any of Grooceri’s patents, except as expressly permitted in writing by Grooceri. 

9. No Illegal, Harmful, or Offensive Use or Content

You agree that you will comply with all applicable laws in your use of the Services and will not cause Grooceri or to contravene any applicable laws. You may not use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available any product or content that is illegal, harmful, fraudulent, infringing or offensive. You agree that Grooceri shall have no liability, to the extent permitted by applicable laws, for any costs, losses or damages resulting from or related to your use of the Services, or any products purchased through the Services or your provision of those products to third parties, in contravention of applicable law.

10. Products and Content

You agree that Grooceri does not assume responsibility for any products, content, services, websites, advertisements, offers, or information that is provided by Vendors/Retailers and made available through the Services, nor does Grooceri assume responsibility for your interactions with any Retailer. You further agree that Grooceri does not warrant or guarantee that any product information contained on the Services, or any result returned from queries made through the Services, whether made using AI powered generative experiences or otherwise, is accurate, complete, reliable, current, or error-free. All health and wellness information, nutritional content, and nutritional information is provided for informational purposes only and is not a substitute for the diagnosis, treatment and advice of a qualified health-care provider. Grooceri does not warrant or guarantee that any such health, wellness, or nutritional information is accurate, complete, reliable, current, or error-free. You understand that search results obtained from the Services, whether done through AI powered generative experiences or otherwise, may be the same or similar or vary between different users and at different times, and may not necessarily be identical or consistent.  You further agree that Grooceri does not warrant or guarantee that any material created through any AI powered generative experience does not infringe the rights of any third party in any subsequent use of the content you may make. If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any Third Party Provider, you agree that you do so at your own risk and that Grooceri will have no liability based on such purchase, use, access, engagement, or provision of products purchased through the Services to any third parties by you, or your agents, employees, or authorized users. 

11. SERVICE PROVIDED AS-IS AND RELEASE OF CLAIMS

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GROOCERI DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON INFRINGEMENT. IN ADDITION, GROOCERI MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES FROM RETAILERS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. GROOCERI DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, REMAINS SOLELY WITH YOU. THE SERVICES, WEBSITE, AND SOFTWARE ARE SUBJECT TO PERIODIC CHANGES, WHICH MAY BE MADE AT ANY TIME AND WITHOUT NOTICE TO YOU. 

GROOCERI DOES NOT GUARANTEE THAT THE SERVICES, WEBSITE, AND SOFTWARE WILL OPERATE WITHOUT ERRORS OR THAT THE SERVICES, WEBSITE, AND SOFTWARE ARE FREE OF COMPUTER VIRUSES OR OTHER MALWARE. YOU AGREE THAT GROOCERI WILL NOT BE RESPONSIBLE FOR ANY ECONOMIC COSTS RELATING TO YOUR USE OF THE SERVICES, WEBSITE, OR SOFTWARE. 

YOU AGREE THAT NEITHER GROOCERI NOR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, OR SUPPLIERS IS RESPONSIBLE FOR THE FITNESS OR CONDUCT OF ANY THIRD PARTY PROVIDER OR FOR ANY SERVICES PROVIDED BY ANY THIRD PARTY PROVIDER. NEITHER GROOCERI NOR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDER. 

If you have a dispute with one or more Third Party Providers, you agree to release Grooceri (including Grooceri’s subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes. 

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL GROOCERI (INCLUDING ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, AND SUPPLIERS) BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF GROOCERI OR GROOCERI’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

IN NO EVENT SHALL GROOCERI (INCLUDING ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, EVEN IF GROOCERI OR GROOCERI’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

GROOCERI, ITS SUBSIDIARIES, AFFILIATES, RETAIL PARTNERS, LICENSORS, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU FOR MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO GROOCERI DURING THE PAST 12 MONTHS IN CONNECTION WITH THE SERVICES. 

13. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Grooceri and its officers, directors, employees, agents, shareholders, subsidiaries, affiliates, and Retailers (each, an “Indemnified Party”) from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ and experts’ fees and expenses (a “Claim”), that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (i) unauthorized use of the Services or any breach of this Agreement, including without limitation any representations, warranties, or covenants in this Agreement, and any actual or alleged violation of any law, rule, regulation or the Grooceri Community Guidelines for Customers,  by you or any of your Authorized Accounts; (ii) any third party’s access to or use of the Services, or any goods made available through the Services, through your Business Account, including but not limited to your third-party beneficiaries, customers, and Recipients; (iii) any dispute or issue between you and/or your Authorized Accounts and any third party, including without limitation any Retailer or other Third Party Provider; (iv) any unlawful, improper or negligent use by anyone of any product sold or service provided to you or your Authorized Accounts under the Agreement, (v) any dispute or issue raised by an individual or entity who receives and/or consumes products purchased by you or your Authorized Accounts through the Services (including any of your employees, contractors, or unaffiliated third-parties); (vi) resale or attempted resale by you or your Authorized Accounts of products purchased through the Services, including but not limited to any failure to obtain required permits; (vii) your subsequent use of any content created by AI powered generative experiences; or (viii) negligence or willful misconduct by you or any of your Authorized Accounts.

If you use the Services to send orders to Recipients, you additionally agree to defend, indemnify and hold harmless each Indemnified Party, to the maximum extent permitted by law, for any Claims incurred by an Indemnified Party arising out of, relating to or resulting from (i) personal injury (including death or bodily injury), damage to property, or emotional distress or discomfort related to the use of the Services and/or any products purchased by you through the Services; (ii) your issuance of any representation, warranty or covenant regarding Grooceri, the Services, or any products purchased by you through the Services; (iii) your marketing, sales, or distribution of any products purchased by you through the Services; or (iv) your alteration of any products purchased by you through the Services.  For the avoidance of doubt, nothing herein affects any of Grooceri’s disclaimers or limitations of liability herein.

You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement or compromise of a Claim without our prior written consent, which may not be unreasonably withheld.

14. Dispute Resolution & Arbitration Agreement

THIS SECTION 14 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

Please read this Section 14 carefully. It requires, unless you are a Canada Consumer who resides in the Province of Québec, that any and all claims between you and Grooceri be resolved by binding arbitration or in small claims court or tribunal. This Section 14 prevents you from pursuing a class action or similar proceeding in any forum. Arbitration is required if your country of residence enforces arbitration agreements. If you are outside of Canada, but attempt to bring a claim in one of those countries, arbitration is required for determination of the threshold issue of whether this Section 14 applies to you, as well as all other threshold determinations, including residency, arbitrability, venue, and applicable law. If your country of residence does not enforce arbitration agreements, the mandatory pre-arbitration dispute resolution and notification and prohibition on class actions or representative proceedings provided below still apply to the extent enforceable by law.

(a) Scope of Arbitration Agreement. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before, on, or after the effective date of this Agreement. You agree that any dispute or claim arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services as a User of the Services, to any advertising or marketing communications regarding Grooceri or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Grooceri as a User of our Services (this includes, without limitation, any contract claim, tort claim, statutory claim, or claim for unfair competition), will be resolved by binding arbitration, rather than in court, except as otherwise required by law—such as individual claims for sexual assault or sexual harassment arising from use of the Services—or as otherwise provided in this Arbitration Agreement. In addition, to the extent permitted by applicable law, either you or Grooceri may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Either you or Grooceri may also, to the extent permitted by applicable law, apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.

IF YOU AGREE TO ARBITRATION WITH GROOCERI, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST GROOCERI IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

(b) Informal Resolution. You and Grooceri agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Grooceri therefore agree that, before either you or Grooceri demands or attempts to commence arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. The informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If a party is represented by counsel, the party’s counsel may participate in the conference, but both parties (you and Grooceri) shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Grooceri that you intend to initiate an informal dispute resolution conference, email informal.resolution@grooceri.ca, providing your name, telephone number associated with your Grooceri account (if any), the email address associated with your Grooceri account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. An arbitration shall be dismissed if it was filed without fully and completely complying with these informal dispute resolution procedures. If an arbitration is dismissed because a party willfully failed to comply with these informal dispute resolution procedures, the arbitrator may order the non-compliant party to pay any arbitration filing fees and costs incurred by the other party.

(c) Arbitration Rules and Forum

(i) Canada Consumers Only (Except Those who Reside in the Province of Québec). To the extent permitted by applicable law, this Arbitration Agreement is governed by the domestic arbitration act in the province in which you reside and ADR Institute of Canada, Inc.’s Arbitration Rules (adric.ca/case-administration-services/) (“ADRIC Rules”) as applicable, in all respects except as otherwise expressly agreed herein. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference pursuant to Section 14(b). If this notice is being sent to Grooceri, it must be sent by email to the counsel who represented Grooceri in the informal dispute resolution process, or if there was no such counsel, then by mail to General Counsel, Address:-, Vancouver BC, Canada and legal@grooceri.ca. Arbitration demands shall be filed with ADR Institute of Canada, Inc. (“ADRIC”) and shall be submitted in accordance with the ADRIC Rules and must include: (A) the name, telephone number, mailing address, and email address of the party seeking arbitration; (B) a statement of the legal claims being asserted and the factual bases of those claims; (C) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (D) the signature of the party seeking arbitration. Your demand for arbitration must also be delivered to General Counsel, Grooceri at Address:-, Vancouver BC, Canada; and legal@grooceri.ca. Notwithstanding anything to the contrary in the ADRIC Rules, the arbitration shall be heard by a single arbitrator (selected in accordance with the ADRIC Rules), who shall be a lawyer or former judge. The seat of the arbitration shall be the capital city of the province of your primary residence as of the effective date of this Agreement. However, at your request, the arbitration hearing may take place at a location that is within 45 kilometres of your primary residence as of the effective date of this Agreement. The parties agree that the arbitration may proceed virtually, and the arbitrator has the discretion to order a virtual arbitration at the request of either party. Unless applicable law provides otherwise, you and Grooceri shall pay equal shares of the applicable filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings. Grooceri shall pay any additional costs uniquely associated with arbitration, such as payment of the costs of ADRIC and the Arbitrator, as well as room rental or technical assistance required to support a virtual arbitration. The current fee schedule under the ADRIC Rules is available at the following link: adric.ca/case-administration-services/. If ADRIC is not available to arbitrate, the parties will mutually select an alternative arbitral forum.

(d) Arbitrator Powers. The arbitrator, and not any federal, state, provincial, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, to the extent permitted by applicable law except with respect to Section 14(f) below (Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief), the enforceability of which can only be determined by a court. 

The arbitration will decide the rights and liabilities, if any, of you and Grooceri. Except as expressly agreed to in Section 14(g) of this Agreement, the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. For example, the parties agree that the Apex Doctrine shall apply and therefore preclude depositions of either party’s current or former high-level officers absent a showing that the officer has unique, personal knowledge of discoverable information and less burdensome discovery methods have been exhausted. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Grooceri. 

(e) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND GROOCERI WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Grooceri are instead electing to have all disputes resolved by binding arbitration, except as specified in Section 14(a) above. Binding arbitration is a dispute resolution process in which a neutral third party (the arbitrator) makes a final and binding decision resolving the dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

(f) Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief (Canada, Consumers Only). EXCEPT AS EXPRESSLY AGREED TO IN SECTION 14(g) OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND GROOCERI AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) a civil court of competent jurisdiction finds all or part of the Waiver of Class, Consolidated, and Representative Actions is unenforceable, the class, collective, or representative action must be litigated in a civil court of competent jurisdiction, but the portion of the Waiver of Class, Consolidated, and Representative Actions that is enforceable shall be enforced in arbitration. The portion of such dispute proceeding in court shall be stayed pending the conclusion of the arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of the waivers set forth in Section 14(f) is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. This provision does not prevent you or Grooceri from settling claims on a class, collective, or representative basis.

(g) Grouped Arbitrations. To the extent permitted by applicable law and notwithstanding any other provision of this Agreement, to increase efficiency of resolution, in the event 100 or more similar arbitration demands are presented to an arbitration provider selected in accordance with the rules described above within a 30-day period: (A) the parties shall cooperate to organize the arbitration demands into randomized groups of no more than 100 demands (plus, to the extent there are fewer than 100 arbitration demands remaining after the assigning as described above, a final group consisting of the remaining demands); (B) claimants’ counsel shall organize and present the grouped demands to the arbitration provider in a format as directed by the arbitration provider; (C) the arbitration provider shall assess one set of filing and administrative fees per group and shall assign one arbitrator per group, pursuant to the applicable arbitration provider’s rules governing arbitrator assignment and subject to any applicable disclosure and disqualification procedures available under applicable law; (D) the arbitration provider shall set up one Arbitration Management Conference per group; (E) regardless of the grouping described above, the arbitrator shall resolve all arbitrations within a group on an individual basis; and (F) no final award from an arbitrator in any one arbitration shall have preclusive effect in any other arbitration. You agree to cooperate in good faith with Grooceri and the arbitration provider to implement such a grouped approach to administration and fees. Notwithstanding any provision in the Agreement to the contrary, grouped arbitrations shall take place in person or, if the parties prefer, by video conference. The parties may also agree to conduct arbitration based on written submissions alone.

(h) Opt Out. Grooceri’s updates to these Terms and Conditions do not provide a new opportunity to opt out of the Arbitration Agreement for customers or Users who had previously agreed to a version of Grooceri’s Terms and Conditions and did not validly opt out of arbitration. Grooceri will continue to honor the valid opt outs of customers or Users who validly opted out of the Arbitration Agreement in a prior version of the Terms and Conditions. If you are a customer or User who creates a Grooceri account for the first time on or after the effective date of these Terms and Conditions, you may opt out of this Arbitration Agreement. If you do so, neither you nor Grooceri can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Grooceri in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Grooceri username (if any), the email address you currently use to access your Grooceri account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: opt-out@grooceri.ca. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.

(i) No Effect on Independent Contractor Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND GROOCERI RELATING TO YOUR WORK AS AN EMPLOYEE OR INDEPENDENT CONTRACTOR, INCLUDING WITHOUT LIMITATION, ANY INDEPENDENT CONTRACTOR AGREEMENT GOVERNING YOUR SERVICES AS A CONTRACTOR. FOR THE AVOIDANCE OF DOUBT, IF YOU ARE A CONTRACTOR, OPTING OUT OF THE ARBITRATION AGREEMENT SET FORTH IN SECTION 14 HAS NO EFFECT ON YOUR AGREEMENT TO ARBITRATE DISPUTES COVERED BY YOUR INDEPENDENT CONTRACTOR AGREEMENT WITH GROOCERI.

(j) Survival. This Arbitration Agreement will survive any termination of your relationship with Grooceri. 

(k) Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Grooceri makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Grooceri.

(l) Entire Agreement; Severability. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable.

15. Controlling Law

To the extent permitted by applicable law, these Terms will be governed by the laws of the Province of British Columbia for residents of Canada (except Quebec), without respect to its conflicts of laws principles, except the Arbitration Agreement, which is governed by the laws outlined in Section 14 of these Terms. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Services that are not subject to Section 14(b) of these Terms shall be brought exclusively in the federal of competent jurisdiction in the City of Vancouver for residents of Canada (except Quebec), and you and Grooceri consent to the personal jurisdiction of those courts. 

For Quebec residents only, to the extent permitted by law, these Terms will be governed by the laws of the Province of Quebec without respect to its conflicts of laws principles. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Services that are not subject to Section 14(b) of these Terms shall be brought exclusively in the courts of competent jurisdiction in the City of Montreal, and you and Grooceri consent to the personal jurisdiction of those courts. 

16. Termination

You can stop using the Services at any time and without notice to us. Similarly, Grooceri may terminate access to the Services to you or any other users or stop offering all or part of the Services at any time without notice. In addition, if we determine that your use of the Services has violated this Agreement, the Grooceri Community Guidelines for Customers, or any other terms and policies incorporated herein, we may close your Business Account and any other Grooceri or Grooceri Business accounts linked to your Business Account, among other remedies, without notice. If this Agreement expires or is terminated for any reason, you agree (i) to pay to Grooceri all fees and other amounts that have accrued prior to the effective date of the expiration or termination and (ii) any and all liabilities accrued prior to the effective date of the expiration or termination will survive. In the event of termination, Sections 1-5, 7-19 shall survive and continue to apply to you.

17. Entire Agreement & Severability

This Agreement, and any other terms and policies incorporated herein, subject to any amendments, modifications, or additional agreements you enter into with Grooceri, shall constitute the entire agreement between you and Grooceri with respect to the Services and any use of the Services. If any provision of this Agreement is found to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, including Section 14 (Dispute Resolution & Arbitration Agreement), that provision will be severed only to the minimum extent necessary and the remaining provisions will remain in full force and effect. 

18. No Waiver

Grooceri’s failure to monitor or enforce a provision of this Agreement does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or this Agreement as a whole. 

19. Assignment

You may not assign any of your rights, licenses, or obligations under this Agreement. Any such attempt at assignment by you shall be void. Grooceri may assign its rights, licenses, and obligations under this Agreement without limitation. 

20. Changes to the Agreement

We may make changes to this Agreement from time to time. When Grooceri does so, Grooceri will post the most current version of the Agreement on Grooceri’s website and, if a revision to the Agreement is material, Grooceri will notify you of the new Agreement (for example, by email or a notification on the Services). Changes to this Agreement will not apply retroactively. YOUR CONTINUED USE OF GROOCERI BUSINESS AFTER WE CHANGE THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MAY DISCONTINUE YOUR USE OF THE SERVICES.

21.  Intellectual Property Copyright and Trademark Policy

Use of the Services does not give you the right or license to frame, use, or reproduce any of Grooceri’s copyrighted material, trademarks, service marks, or other proprietary rights or material, or a license to any of Grooceri’s patents, except as expressly permitted in writing by Grooceri.

Grooceri respects the intellectual property rights of others and has implemented a copyright and trademark policy in accordance with relevant laws. Grooceri will respond to valid notices of copyright or trademark infringement and reserves the right to terminate any users, at Grooceri’s sole discretion and without notice, who infringe copyrights or other intellectual property rights. 

If you believe any content posted or made available on the Services constitutes infringement of your copyright rights, you may send a written notice of infringement to Grooceri’s designated Copyright Agent using the contact information listed below. In your notice, please specify the nature of the copyright infringement and include the following information: (a) an electronic or physical signature of the owner of the copyright in question or a person authorized to act on behalf of the owner of the copyright; (b) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Services (e.g., the URL of the claimed infringing material if applicable or other means by which Grooceri may locate the material); (c) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner. 

ATTN: Copyright Agent 

copyright@grooceri.ca 

If you believe any content posted or made available on the Services constitutes infringement of your trademark rights, you may also send your notice to Grooceri’s designated Copyright Agent using the contact information listed above. Please include as much detail as possible so that we may respond to your notice in a timely manner, including but not limited to description(s) of your trademark(s), your trademark registration number(s), description(s) of the products allegedly using your trademark(s) without authorization, and the location of such allegedly infringing product(s). 

22. Contact Information

If you have any questions, or comments about this Agreement please contact Grooceri at: 

Grooceri 

legal@grooceri.ca

For customer service inquiries, please review Your Account Settings, visit Grooceri’s Help Center.