April 17, 2020

These terms and conditions (“Agreement”) apply to your access or use of TOGO’s online ordering and booking service including websites, mobile sites and applications (collectively, the “Sites”) and the content, features and services (the “Services”) made available by TOGO Ordering Solutions Inc. These Sites include, but are not limited to, www.togo-bahamas.com and www.togo-ordering.com. The Agreement constitutes a legal agreement between you and TOGO Ordering Solutions Inc. (“TOGO,” “We,” “Us,” or “Our”). The terms “User” and “Users” refer to all individuals and other persons who access or use the Sites and/or Services, including, without limitation, any organizations that register accounts or otherwise access or use the Sites and/or Services through their respective representatives.

This Agreement contains important information regarding your use of the Sites and/or Services. Please read it carefully, as this Agreement affects your legal rights, remedies, and obligations. By accessing or using the Sites and/or Services, or by clicking “accept” or “agree” to this Agreement, you acknowledge that (1) you have read, understand, and agree to be bound by the Agreement. (2) you represent and warrant that you are of legal age and not prohibited by law from accessing or using the Sites and/or Services.  If you do not agree to the Agreement, in whole or in part, then you are not permitted to use our Services and you must leave our Sites immediately.

TOGO reserves the right to update or revise the Agreement at any time, at our sole discretion, without incurring any liability or obligation.  You agree that you will review the Agreement periodically to check for any revisions, and especially before your use of the Services and when accessing the Sites. If you do not agree to the Agreement or any modified version of the Agreement, you must terminate your use of the Services and leave our Sites immediately. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Agreement.  If we modify the Agreement, we will provide notice to you by posting the revised Agreement on our Websites (www.togo-bahamas.com, www.togo-ordering.com) and by indicating at the top of this page, the date the Agreement was last updated. Such changes will be effective when the revised Agreement is posted on our Website. If you do not agree to the new or modified Agreement, in whole or in part, you must not use the Services and must leave our Sites immediately.

TOGO is committed to helping you safeguard your privacy online. Please review our privacy policy for details on how the information you provide through the Services and/or Sites will be collected, used and disclosed. 

About Us

We provide a way for you to order or book (“Order”) products or services (“Products”) from third party merchants (“Merchants”). TOGO is a limited agent for its merchant partners with the authority to offer a Merchant’s Products for sale at the price shown through the Sites and/or Services. TOGO has the authority to accept or decline your Order on behalf of the Merchant and collect payment for your Order on behalf of the Merchant. TOGO also has the authority to provide certain discounts and promotional offers in connection with Products offered through the Services. TOGO does not provide the Products itself or operate any of the Merchants, and is not itself a Merchant. TOGO is not responsible for the quality, character or safety of any Products available through the Sites and/or Services, that is the sole responsibility of the Merchant. The provision of the Product and fulfilment of any Orders by the Merchant to you constitutes an agreement entered into between you and the Merchant. TOGO shall never be a party to such agreement.

Signing Up

You may be required to register for an account to use parts of the  Sites and/or Services. You have to be at least the age of majority or older in your jurisdiction of residence in order to use the Sites and/or Services. If you reside in a jurisdiction that restricts the use of the Sites and/or Service because of your age, or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Service and leave the Sites immediately.

You must provide accurate, current, and complete information during the registration process and at all other times when you use the  Sites and/or Services. You must update the information to keep it accurate, current, and complete. You are the sole authorized user of any account you create through the Sites and/or Services. You are solely and fully responsible for all activities that occur under your password or account. You agree that you shall monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or your account.

You may not authorize others to use your User status, and you may not assign or otherwise transfer your User account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify TOGO immediately. TOGO will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by TOGO or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is untrue, inaccurate, not current, or incomplete, or TOGO has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, TOGO has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). 

When signing-up, or using our  Sites and/or Services as a guest, you are obligated to provide TOGO with certain personal information, including your mobile telephone number and payment card data. Upon successfully signing-up with TOGO, TOGO will provide you with a personal account, accessible to you with a password of your choice. TOGO is entitled at all times to verify the information that you have provided and to refuse use of the Services without providing reasons.

In connection with your use of the Services, TOGO may send you electronic service messages. These electronic messages may be sent for various reasons, including to provide confirmation of acceptance of your Order by the Merchant of your order, to update you on progress of your Order, to provide a receipt for your Order, for security purposes (e.g. verifying that your smartphone is connected to the phone number you entered upon registration) and for issues related to an Order you placed (e.g. if the Merchant is out of stock of an item you ordered, you may be notified by text message).  For information about promotional and marketing messages, please refer to our Privacy Policy.

Ordering from Merchants

The Services allow you to send Orders to Merchants. TOGO has the sole and complete discretion to accept or reject each Order on behalf of the Merchant. Once you have submitted your Order, you will be bound by the cancellation and refund policy of the Merchant. TOGO will notify you as soon as reasonably practicable if your Order is rejected for any reason. Your Order may be rejected at any time because the Merchant is too busy, has run out of stock, or for any other reason. If an order is rejected after payment has been received, Togo will initiate a refund process as soon as possible, and aims to complete the refund process within 5 business days, not including the time it takes your bank to post a refund.  If your Order is accepted, payment will be authorized by TOGO or provided directly to the Merchant at the time of your booking. Neither TOGO nor the Merchant guarantee that Orders can be fulfilled due to various factors including weather.

If you have any issues with your Order (including any issue regarding the accuracy of information provided through the Services), or wish to change or cancel your Order after it has been submitted, you may contact us directly (support@togo-solutions.com) and we will assist you in resolving your issue. We cannot guarantee that we can resolve any complaint or issue you have because resolution is at the sole discretion of the Merchant once an Order has been received. If we are unable to assist you in resolving a complaint, you will need to address it directly with the Merchant.  All complaints regarding the quality of any Products should be addressed directly to the Merchant. TOGO has no obligation to compensate you for any dispute you may have with any Merchant.

Please note, in order to facilitate the purchase of an Order with the Merchant, certain personal information is shared including your email address. By using our Sites and / or Services, you are authorizing TOGO to share your contact information, including but not limited to, your email address and phone number, with Merchants. Merchants may choose to send you communications including promotional and / or advertising messages, and by using our Sites and / or Services you are agreeing to receive such communications. We seek assurances from Merchants that they will process information in accordance with applicable laws, and abide by best practices to ensure relevance of marketing messages, but we are not responsible for any Merchant’s use of information (including information used by its affiliates and service providers). To learn more about how a Merchant may use such information, you should review its privacy notice. To learn more about how we use such information, please see our Privacy Policy.

Rules and Prohibitions

By using the Services, you agree that:

(a) You will only use the  Sites and/or Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other Users, TOGO employees, or our community.

(b) You will only use the  Sites and/or Services in accordance with all applicable laws, including copyrights, trade secrets, or other intellectual property rights or other rights of any third party, including privacy, personality or publicity rights.

(c) You will only access the  Sites and/or Services using means explicitly authorized by TOGO.

(d) You will not use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the  Sites and/or Services.

(e) You will not use the  Sites and/or Services to cause nuisance, annoyance or inconvenience.

(f) You will not use the  Sites and/or Services, or any content accessible through the  Sites and/or Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any Merchant or user, unless TOGO has given you prior permission to do so in writing.

(g) You will not copy or distribute the software or any content displayed through the  Sites and/or Services, including Merchants’ menu content and reviews, for republication in any format or media.

(h) You will not compile, directly or indirectly, any content displayed through the  Sites and/or Services except for your personal, noncommercial use.

(i) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.

(j) You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the  Sites and/or Services.

(k) You will use the software,  Sites and/or Services only for your own use and will not directly or indirectly resell, license or transfer the software,  Sites and/or, Services or content displayed by the Services to a third party.

(l) You will not use the Services in any way that could damage, disable, overburden or impair any TOGO server, or the networks connected to any TOGO server.

(m) You will not attempt to gain unauthorized access to the Services and/or to any account, resource, computer system, and/or network connected to any TOGO server.

(n) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures TOGO may use to prevent or restrict access to the  Sites and/or Services or use of the Services or the content therein.

(o) You will not deep-link to the TOGO website or access the TOGO Sites manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame, or monitor any portion of the TOGO Sites or any content on the Sites.

(p) You will not conduct any systematic retrieval of data or other content from the  Sites and/or Services.

(q) You will not try to harm other Users, TOGO, or the  Sites and/or Services in any way whatsoever.

(r) You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Sites and/or Services.

(s) You will not abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first time users.

(t) You will only use the  Sites and/or Services through an internet connection you are authorized to use.

(u) You are aware that when the Services may require receiving or sending messages by SMS (if available in your jurisdiction), standard messaging charges (if any) will apply.

(v) You will comply with all applicable laws including the laws of the area in which you are present while using the  Sites and/or Service.

(w) You will not attempt to undertake any of the foregoing.

TOGO reserves the right to immediately terminate your use of the  Sites and/or Services should you not comply with any of the above rules. TOGO will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. TOGO may involve and cooperate with law enforcement authorities in prosecuting users who violate the Agreement. You acknowledge that TOGO has no obligation to monitor your access to or use of the  Sites and/or Services, but has the right to do so for the purpose of operating the Sites and/orServices, to ensure your compliance with the Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Payment Terms

Fees for Services: The Services and access to the Sites are available to you free of charge. TOGO reserves the right to introduce a fee for the use of the  Sites and/or Services. If TOGO decides to introduce such a fee, TOGO shall inform you accordingly and allow you to either continue or terminate your use of the  Sites and/or Services.

Merchant Prices: You understand that (a) Merchant prices displayed through the Services are set by the Merchant and may differ from prices offered or published by Merchants for the same items or services and/or from prices available at third-party websites and services. (b) TOGO or its Merchants have the right to change such prices at any time, at its discretion. You are liable for all transaction taxes, including goods and services/harmonized sales taxes and VAT, on the Services provided under this Agreement (other than taxes based on TOGO’s income). Such fees will be displayed to you, or will be indicated to be included in the displayed price. 

Refunds: For credit card transactions, TOGO charges you on behalf of the Merchant  for the Order placed by you based on the Merchant’s policy. Refunds are handled per the Merchant’s refund policy. Charges paid by you for completed Orders or Orders past the Merchant’s cancellation period are final and non-refundable. TOGO has no obligation to provide refunds or credits, but may work with Merchants to grant them, in each case in TOGO’s full discretion. For cash on arrival transactions, payment is made directly to the Merchant and any refunds are handled per the Merchant’s refund policy.

Obligation to pay: You agree that you will pay for all Products you purchase or book from the Merchant, and that TOGO may charge you the total amount for your Order using the payment method provided by you (including any taxes and late fees, as applicable). You are responsible for the timely payment of all fees and for providing TOGO with a valid method of payment at all times. Any payment made is non-refundable.  Payment options available to you when completing an order using the  Sites and/or Services may include major credit cards via a payment gateway of our choice which can change from time to time (currently Stripe), Google Pay, Apple Pay.  TOGO may add additional payment methods from time to time. For cash transactions, you agree that you will arrive at your reservation with the full sum agreed to and pay at the start of your reservation/booking. Merchant’s have the right to refuse you the booked product or service in the event you do not provide them the cash payment at the time of your reservation. 

Payment processing: TOGO uses a third-party payment processor (the “Payment Processor”) to link the payment card you provide to the  Sites and/or Services, and by using this third-party service, you agree to its terms and conditions of service.

The processing of payments or credits, as applicable, in connection with your use of the  Sites and/or Services will be subject to the terms, conditions and privacy policies of your credit card issuer in addition to this Agreement. TOGO is not responsible for any errors by the Payment Processor.

Links to and from Third Party Websites

The Sites may contain links to or from third party websites (“Third Party Sites”) which are not under TOGO’s control. Links to or from Third Party Sites are provided for convenience only. TOGO does not review, endorse, approve or control the content, terms or security of any Third Party Sites linked to or from the Sites. TOGO is not responsible and cannot be held liable for the content and activities of these Third Party Sites. You therefore visit or access these Third Party Sites entirely at your own risk.

Please note that these Third Party Sites may send their own cookies to users, collect data or solicit personal information, and you are therefore advised to check the terms of use or privacy policies on those Third Party Sites prior to using them. Further, by accessing TOGO Sites and / or Services via a link from a Merchant site, or by purchasing from a Merchant on TOGO, you are agreeing to sharing of contact information by the Merchant for purposes related to managing your Order, and for promotional or marketing purposes. TOGO is not liable for misuse of data by a Merchant, but will do what is reasonably possible to limit risk, primarily by requiring Merchants to enter an Agreement that includes stipulations on use of data. More information can be found in our Privacy Policy.

TOGO generally welcomes links to the main, top-level page of the Sites (the “Home Page”). If you would like to link to this Sites’ Home Page(s), you may do so provided that you agree to and comply with the following conditions (the “Linking Conditions”):

By establishing a link to the Sites from any Third Party Site, you agree to these Linking Conditions:

You may not alter the content or the visual presentation of this Sites in any way.

You may not use inline links on any page of a Third Party Site relating to images or content displayed on this Sites.

You may not present false or misleading impressions about TOGO, its Merchants, or TOGO’s services.

You may not imply that TOGO endorses, or is affiliated with, you, your company, or your product or services without the prior written consent of TOGO

You may not impersonate any person or entity including, but not limited to, TOGO or a director, officer, employee, affiliate, licensor or agent of TOGO, or otherwise in any way misrepresent your relationship with TOGO.

you may not use any of the Protected Property without the prior written consent of TOGO.

Your Third Party Site may not contain any material that may be interpreted as offensive or distasteful or could cause damage to TOGO’s reputation.

TOGO will have no liability for any content, goods or services on or from any Third Party Site from which you establish a link to the Sites.

No relationship, agency or partnership between you and TOGO will be created due to your link to the Sites.

TOGO may from time to time and in its sole discretion immediately terminate your privilege to link to this Sites and upon receiving notice from TOGO you will immediately remove all links to the Sites.

These Linking Conditions form part of the Agreement and TOGO may amend them at any time without notice to you. By maintaining a link from your Third Party Site to the Sites, you are bound by these Linking Conditions and the Agreement and any modifications and revisions thereof. You should continue to revisit this page to review the Agreement and these Linking Conditions as you will be bound by any modifications and revisions that may arise.

Indemnification

You agree to indemnify and hold harmless TOGO, its affiliates, licensors, and each of their officers, directors, other users, employees, attorneys and agents (each, an “Indemnified Party”) from and against any and all losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation legal and attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your User Content; (b) your use or misuse of the Sites and/or Services (c) your breach of this Agreement or any representation, warranty, condition or covenant in this Agreement; (d) your violation of any rights of any third party, including, without limitation, Merchants arranged via the Services; or (d) your violation of breach of this Agreement or any applicable laws, rules or regulations through or related to the use of the Sites or Services.

In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and legal and attorneys’ fees incurred by the Indemnified Party. TOGO reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with TOGO in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Sites or Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Sites and/or Services.

Limitation of Liability

(a) General. You understand and agree that a key element of the Sites and Services and this Agreement is your and our mutual desire to keep the Sites and Services simple and efficient. You understand and agree to the limitations on remedies and liabilities set forth below to keep the Services simple and efficient, and costs low, for all users.

(b) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED), ALL OF WHICH ARE HEREBY DISCLAIMED BY US TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TOGO DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT: (I) THE SITES OR SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR PERSONAL EXPECTATIONS OR BE OF A CERTAIN QUALITY.

(c) Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TOGO’s AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO TOGO IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 

(d) Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TOGO SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING PERSONAL INJURY, LOST PROFITS, GOOD WILL, DATA, OPPORTUNITY OR SALES, DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE AND ECONOMIC ADVANTAGE,  OR FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR OTHER INTANGIBLE LOSSES (WHETHER OR NOT TOGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITES OR SERVICES, INCLUDING DAMAGES CAUSED BY MALWARE, VIRUSES OR ANY INCORRECTNESS OR INCOMPLETENESS OF ANY CONTENT YOU MAY ACCESS; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO, LOSS, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA SUBMITTED TO OR RECEIVED FROM THE SERVICES; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE, RELEASE AND DISCHARGE TOGO FROM ALL LEGAL CLAIMS, DEMANDS, DAMAGES, ACTIONS OR CAUSES OF ACTION IN RESPECT OF THE FOREGOING. TOGO WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS UNDER THE AGREEMENT THAT IS CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL.

(e) NOTHING IN THIS AGREEMENT SHALL AFFECT YOUR STATUTORY RIGHTS. NOTHING IN THE AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY TO YOU TO THE EXTENT THAT, BY APPLICABLE LAW, SUCH LIABILITY MAY NOT BE SO LIMITED OR EXCLUDED.

User Content

Content-related terms:

“Content” means text, graphics, images, photographs, moving images, music, sound, illustrations, software (excluding the Application), audio, video, information, opinions, remarks, comments, artwork, reviews, links, questions, suggestions or other materials, applying to all content featured or displaying, including, but not limited to the aforementioned.

“Company Content” means Content that TOGO makes available through the Site and / or Services, including any Content licensed from a third party, owned or used by TOGO, its affiliates or third-party licensors (including Merchants) but excluding User Content.

“User” means a person who accesses or uses the Sites and/or Services.

“User Content” means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Services and/or Sites.

“Collective Content” means, collectively, Company Content and User Content.

Licenses Granted by Company to Company Content and User Content

Subject to your compliance with the terms and conditions of this Agreement, Company grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Company Content solely for your personal and non-commercial purposes; and (ii) to view any User Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, Sites or Collective Content, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in this Agreement.You have no right to sublicense the license rights granted in this section. Unless otherwise stated, the copyright and other intellectual property rights in the Company Content are owned by us, the Merchants and our other licensors or licensees. These works are protected by copyright laws, trademark laws, and other intellectual property laws and treaties, both in Canada and around the world, and all rights are reserved. For the purposes of this Agreement, any use of Company Content other than in accordance with this Agreement is prohibited.

License Granted by User

We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content through the Services and / or Sites. By making available any User Content on or through the Services or Sites, you hereby grant to Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, make derivative works from, and disclose to third parties any User Content for any purpose, in any medium and throughout the world. You hereby waive any moral rights to your User Content in favour of TOGO. 

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Services or Sites. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Services or Sites or you have all rights, licenses, consents and releases that are necessary to grant to TOGO and to the rights in such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or TOGO’s use of the User Content (or any portion thereof) on, through or by means of the Services or Sites will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You acknowledge that TOGO only acts as a passive conduit for the distribution of the User Content and is not responsible or liable to you or to any third party for the content or accuracy of the User Content. TOGO does not continuously monitor User Content published by your or moderate between Users or Merchants, nor shall TOGO be under any obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the User Content do not necessarily represent those of TOGO.

You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Sites or Services or the data contained therein; or (v) attempt to gain unauthorized access to the Sites or Services or its related systems or networks.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or Sites in any way; (ii) modify or make derivative works based upon the  Services or Sites; (iii) create Internet “links” to the Services or Sites “frame” or “mirror” any  Services or Sites on any other server or wireless or Internet-based device; (iv) reverse engineer or access the  Services or Sites in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the  Services or Sites, or (c) copy any ideas, features, functions or graphics of the  Services or Sites, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the  Services or Sites.

TOGO reserves the right at its sole discretion to block or remove (in whole or in part) any User Content posted or transmitted by you and which TOGO believes is not in accordance with this Agreement (including without limitation materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to TOGO. TOGO will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. TOGO may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that TOGO has no obligation to monitor your access to or use of the Services, Sites, or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Services and Sites, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. TOGO reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that TOGO, at its sole discretion, considers to be in violation of this Agreement or otherwise harmful to the Services or Sites.

You agree to indemnify and hold TOGO harmless against all costs, expenses, damages, losses and liabilities incurred or suffered by any member of TOGO related to any User Content posted or transmitted by you through the Services or Sites.

Intellectual Property Ownership

TOGO alone (and its licensors or licensees, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Sites or Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Sites or Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Sites or Services, or any intellectual property rights owned by TOGO. TOGO’s name, logo, and the product names associated with the Sites or Services are trademarks of TOGO, its affiliated companies or third parties, and no right or license is granted to use them.

Termination

You are entitled to terminate your use of the Services or Sites at any time. You can close your user account at any time by contacting TOGO customer support at support@togo-solutions.com. TOGO is entitled to terminate your use of the Services or Sites at any time without notice and with immediate effect for any reason, including, if you: violate or breach this Agreement in any way, or in the opinion of TOGO, misuse the Services or Sites.

Entire Agreement

This Agreement (including any referenced documents) comprises the entire agreement between you and TOGO and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein, superseding any prior version of this Agreement between you and TOGO.

No joint venture, partnership, employment, or agency relationship exists between you, TOGO or any third party provider as a result of this Agreement or use of the Services or Sites. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Further, if any provision of the Agreement is held to be invalid or unenforceable, the parties nevertheless agree that the court or arbitrator should endeavour to give effect to the parties’ intentions as reflected in the provision. The failure of TOGO to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by TOGO in writing. 

Modification of the Services, Sites and Agreement 

TOGO reserves the right, at its sole discretion to change, suspend, or discontinue the Sites or Services (including without limitation, the availability of any feature, database, or content) at any time. TOGO may also impose limits on certain features and services or restrict your access to parts or all of the Sites and / or Services without notice or liability.

TOGO reserves the right, at its sole discretion, to modify or replace any provisions of this Agreement. If we change this Agreement, we will provide notice to you by posting the revised Agreement on our Website and by indicating at the top of this page the date the Agreement was last updated. Such changes will be effective when the revised Agreement is posted to our Website.  You should check the Agreement frequently for any revisions, and especially before your use of the Sites or Services. By continuing to access or use the Sites and / or Services after those revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the new Agreement, in whole or in part, please stop using the Services and leave the Sites immediately.

Assignment

This Agreement may not be assigned by you without the prior written approval of TOGO but may be assigned without your consent by TOGO to (i) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

Notice

TOGO may give notice by means of a general notice on the Sites or Services, electronic mail to your email address on record in the TOGO’s account information, or by written communication sent by regular mail to your address on record in TOGO’s account information. Such notice shall be deemed to have been given upon the expiration of 72 hours after mailing (if sent by regular mail) or 12 hours after sending (if sent by email or other electronic means).

Alcohol

If you order alcohol, you agree that you are of legal age to purchase and consume alcohol in the location (province, state, or otherwise) in which the alcohol is picked up or delivered. You also warrant that you are not ordering alcohol for persons below the legal age in the relevant jurisdiction. You acknowledge and agree to provide valid government-issued identification (government document with your photo and date of birth) proving your age upon retrieving the alcohol products and that the recipient will not be intoxicated when receiving such products. The Merchant or delivery provider reserves the right to refuse delivery if you are not of legal age, if you cannot provide government issued identification to match the name of the order, or if you are visibly intoxicated. In the event the Merchant is unable to complete the delivery or alcohol products for one or more of the reasons stated above, you are subject to a non-refundable $25 restocking fee. 

In Ontario, in order to comply with AGCO regulatory requirements, TOGO has the right to cancel orders that; TOGO deems is not a residential address and/or has been requested to be delivered or picked up a day other than when it was purchased and/or if the order is picked up from the Merchant less than 1 hour before Merchant store closure.

APPLICABLE LAW AND DISPUTE RESOLUTION

To the fullest extent permitted by applicable law, you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to any dispute, controversy or claim (a “Dispute”) arising out of or in connection with this Agreement or your use of the Sites and/or Services. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.  If you are a resident of the Province of Quebec, Canada, the laws in that province will apply and the courts in that province will have jurisdiction over any Dispute.

WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND TOGO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and TOGO agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

If you are located in, are based in, have offices in, or do business in a jurisdiction in which the following provision is enforceable, the following mandatory arbitration provision applies to you. You agree that any Dispute shall be submitted to and determined by binding arbitration in accordance with the applicable rules of the American Arbitration Association. The number of arbitrators shall be one and the parties shall mutually agree and appoint an arbitrator within 10 days of the delivery of the notice of arbitration, failing which the arbitrator shall be appointed by International Center for Dispute Resolution Canada. The place of arbitration shall be Toronto, Ontario, Canada. The language of arbitration shall be English.  By agreeing to this provision, the parties agree that arbitration shall be the exclusive forum for resolving all Disputes and the decision of the arbitrator shall be final and binding upon both parties hereto. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction.