Terms and Condition

Last updated: January 31, 2023

These Terms and Conditions ("Terms", "Terms and Conditions") govern your relationship with Qarrot, the www.qarrot.com website, the app.qarrot.com web application, and the Qarrot iOS and Android mobile applications (collectively, the "Service") operated by Friendefi Inc. ("us", "we", or "our"). Access to and use of the Service are subject to the following Terms and Conditions.

Please read these Terms and Conditions carefully before using the Service.

Your access to and use of the Service is based on your acceptance of and compliance with these Terms.

These Terms constitute the entire agreement between you and Friendefi Inc. regarding your use or access of our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service. Notwithstanding the preceding, if your organisation has entered into a commercial agreement with us, such a commercial agreement shall take precedence over these Terms and Conditions, in case of any conflict.

By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the Service.

Purchases

If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your contact information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.

We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. We will not be held responsible or liable for any failure for the Purchase to complete, or any resulting loss or damages to you.

Should your Purchase include a subscription to the Services, you may cancel your subscription at any time without penalty by contacting help@qarrotperformance.com or by speaking with a representative of Qarrot.

Availability, errors and inaccuracies

In order to provide exceptional service, and accuracy, we regularly update the products and services on the Service.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Despite our best efforts, the products or services available on our Service may have an error regarding the price, be inaccurately described, or be unavailable.

We may experience delays in updating information on the Service and in our advertising on other websites.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, accuracy and appropriateness.

By posting Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.

You represent and warrant that: (i) that you own or control all rights to all Content that you post, display or otherwise transmit through the Service and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or; (d) offensive or otherwise unacceptable to us in our sole discretion.

You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Service.

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

The right to use our Service is not transferable to any other person or entity. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You are responsible for any and all activities that occur under your account. We are not liable for any loss that you may incur as a result of or in connect with the use of your password or account, whether with or without your knowledge.

Intellectual property

Except as otherwise stated expressly herein, the Service and all contents, including but not limited to text, images, graphics or code are the property of Friendefi Inc. and are protected by copyright, trademarks, database and other intellectual property rights. Your use of the Service does not provide you with ownership rights to any intellectual property viewed through the Service, nor does it wave any Friendefi Inc. rights to such materials. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use, or to place an order with Friendefi Inc. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of Friendefi Inc. or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.

Links to other web sites

The Service may contain links to or receive data from third party web sites or services that are not owned or controlled by Friendefi Inc.

Friendefi Inc. has no control over and assumes no responsibility for the accuracy and completeness of any data received from any third-party web sites or services or for their content, privacy policies, or practices.

You further acknowledge and agree that Friendefi Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such data, content, goods or services received from, available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.

All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

Receiving, spending, and giving points

Points have no cash, monetary or other value and cannot be converted into any currency. They count towards digital gift certificates and other rewards (collectively, the “Rewards”) that we make available from time to time at www.app.qarrot.com. Rewards may include goods, services, and other benefits provided by your organization.

By using the Service, you may receive points as a form of recognition, for achieving employment milestones or anniversaries, or in relation to incentive campaigns in which you participate on www.app.qarrot.com or for other reasons as determined by your organization. If permitted by your organization, you may also award your co-workers with a number of points each month. You acknowledge that under no circumstances is your organization, nor any employee thereof, obligated to give you points and that any such awarding of points to you or any other employee within your organization is entirely discretionary.

You may spend points you have been given for the Rewards available at https://app.qarrot.com. To do so, you must have a sufficient number of points in your account for the Reward(s) you wish to order.

We may restrict the Rewards available upon the spending of points from any particular user account.

You may spend points in accordance with such conditions and upon payment of such fees as we may prescribe from time to time. The number of points recorded in your account and the number of points required to obtain any particular Reward are subject to verification by us. Once Rewards have been ordered on www.app.qarrot.com, no changes, cancellations, exchanges or refunds whatsoever are permitted. All Rewards are offered subject to availability and restrictions imposed by our suppliers. We assume no responsibility for any loss, damage, defect, injury, death or expense relating to any Reward, or for your Rewards not turning out as you expected for whatever reason.

You lose all rights to any points in your account upon the suspension or termination of your access to our Service.

Indemnification

You agree to indemnify, defend and hold harmless Friendefi Inc., its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.

These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.

Limitation of liability

Friendefi Inc., its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iiv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer and non-waiver of rights

Friendefi Inc. makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.

Friendefi Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

If you breach any of these Terms and Friendefi Inc. chooses not to immediately act, or chooses not to act at all, Friendefi Inc. will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. Friendefi Inc. does not waive any of its rights or resources. Friendefi Inc. shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement. You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

Exclusions

As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.

Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Quebec and the laws of Canada, as applicable.

If any provision of these Terms is held to be invalid or otherwise unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect or invalidate any remaining provisions of these Terms, but such provision shall be construed to the limited extent necessary to make it enforceable and valid, and in the event such provision cannot be so construed, these Terms shall be construed to effect its purpose and to omit such provision.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By your continued use or access to our Service after the posting of those revisions to our Terms and Conditions, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact us

If you have any questions about these Terms, please contact us at help@qarrotperformance.com.