TERMS AND CONDITIONS FOR CUBBI MEMBERSHIP SUBSCRIPTION

Last Updated: FEBRUARY 2025

OVERVIEW

These terms and conditions for the Cubbi Subscription governs your use of the Cubbi Subscription, which is a subscription that automatically renews offered by Cubbi Technologies Inc. Participation in this service is subject to these terms and conditions for the Subscription and the general Cubbi Terms of Service and Privacy Policy. Cubbi is a technology and food delivery company which provides mobile and web applications for users to purchase and schedule food delivery services or services with third party providers of such services under agreement with Cubbi or certain of Cubbi's affiliates.

1. How the Cubbi Subscription Works

When Purchasing the Cubbi Subscription, the Billing Cycle begins at the date of the service being launched at your Business. The service being launched at your business is defined as the day when Cubbi begins delivering goods. Employees at your organization may begin pre-ordering prior to the launch day. 

The Cubbi Subscription enables employees at your business to order goods to be delivered to your business for the purposes of Lunch, Catering and Grocery through the mobile and web apps. 

Cubbi delivers Lunch & Catering every business day (excluding statutory holidays) between the hours 8am - 12pm directly to your desired delivery address. All meals arrive cold unless otherwise specified through a custom catering order. Grocery deliveries are made every Monday (excluding statutory holidays) between 8am - 4pm. If Monday lands on a statutory holiday, then the delivery will be made on the following business day. 

Each Cubbi Subscription may include Cubbi Credits that can be assigned to specific employees for full or partial food discounts.

2. Duration and Frequency of Changes

When you purchase a Cubbi Subscription, you authorise Cubbi to charge the subscription for your first Billing Cycle on the date of the service going live, which activates the Subscription for the term set forth in your Offer. By default (and with prior notice to the extent required by applicable law), the subscription will automatically renew at the beginning of each billing cycle, and you authorise Cubbi on a continuing basis to automatically charge the Subscription to your selected payment method for such Billing Cycle. If you do not want your subscription to automatically renew, you can cancel your subscription in accordance with Section 3 below.

Cubbi Credits are not accepted as a payment method for auto renewals.

If your selected payment method is declined, Cubbi may prompt you for a new payment method but reserves the right to terminate any unpaid periods in your Subscription with no further charges to you. Cubbi is not responsible for any fees charged by the provider of your payment method (for example the bank you have a payment card with) including, but not limited to, overdraft fees, insufficient funds fees, interest charges, foreign exchange fees, cross border fees, and other penalties levied by the provider of your payment method. Any charges made to your selected payment method will be done in the currency of the country in which you purchased the Subscription.

3. Cancelling your Cubbi Subscription

You may cancel your Cubbi Subscription within the applicable Cubbi Web App up to 60 days prior to your next scheduled payment to avoid further charges by going to the applicable billing section in the Cubbi Web App that you purchased your Cubbi Subscription in and select “Cancel”. Your Account Manager will contact you to remedy any upcoming deliveries that may no longer be fulfilled.

If you cancel your Cubbi Subscription, you will still have access to your Subscription Benefits until the end of the current Billing Cycle. All payments are non-refundable and non-transferable, and will not be refunded on a pro-rata basis for any cancellation initiated during a Billing Cycle. Please email support@cub.bi to report any unauthorized charges within 60 days. Cubbi is not responsible for overdraft fees that may be incurred.

4. Cubbi Food Credits Credits Subscription

One potential benefit of your Cubbi Subscription is that you may receive Cubbi Credits to be used for purchasing meals, drinks and snacks for specific employees offered on the Cubbi mobile and web apps. Upon termination or cancellation of your Cubbi Subscription, your Cubbi Credits shall expire at the end of that subscription cycle.

5. Changes to the Cubbi Subscription

Cubbi reserves the right to modify or stop offering the Cubbi Subscription, or change the Subscription cost, at any time in its sole discretion. In the event Cubbi increases the Subscription, we will provide you with ninety (90) days prior notice via email or in-app before such changes take effect. All changes will be effective upon your next Billing Cycle, but if you do not agree with the change you may cancel your Cubbi Subscription in accordance with Section 3 above.

Cubbi may terminate your Cubbi Subscription at our discretion without notice. If that happens, Cubbi will give you a pro-rated refund based on charges already applied to your selected payment method for the current Billing Cycle. We will not give any refund for termination related to conduct that we determine, in our sole discretion, violates these Subscription Terms, any applicable law, or involves fraud or misuse of the Subscription. Cubbi, at its discretion, may terminate your Subscription effective at the end of your Billing Cycle by providing you notice of such termination. If that happens, you will have access to your Cubbi Subscription until the end of your then-current billing cycle but your Cubbi Subscription will not auto-renew.

6. Changes to these Subscription Terms

Cubbi reserves the right to modify these Subscription Terms. If we make material changes to the Subscription Terms while you have an active Subscription Term, we will notify you either in the Billing Section of the Cubbi Web App and/or via email. Revised Subscription Terms become effective at the beginning of the next Billing Cycle and your continued use of the Cubbi Subscription constitutes your acceptance of the revised Subscription Terms. If you are not willing to agree to the revisions, you may cancel your Subscription in accordance with Section 3.

7. Transfer of Rights

Cubbi's rights and obligations under the Subscription may be assigned or transferred in whole or in part by Cubbi to any other related or unrelated entity at any time, and performances shall be the responsibility of that entity.

8. Disclaimer

All interpretations of these Subscription Terms will be at Cubbi's sole discretion and Cubbi's decisions will be final.

The service and/or any of its features may be unavailable, inaccurate or interrupted from time to time for a variety of reasons. We are not responsible for any unavailability, interruptions or errors of the service or its features. Cubbi may from time to time request information from you to confirm your identity before renewing your Cubbi Subscription. Cubbi may delay your access to the Cubbi Subscription until you comply with this information request. The service and all the information accessible through it are provided for information purposes only on an "as is" and "as available" basis. We, our information providers and their agents make no warranties, representations, or guarantees of any kind, express or implied, including but not limited to, accuracy, currency, or completeness, the operation of the service, the information, materials, content, availability, and products. The Cubbi Subscription and these Subscription Terms are provided by Cubbi and do not modify the contractual relationships among or between the individuals and entities that use Cubbi’s technology to offer goods or services. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, including but not limited to, implied warranties or merchantability and fitness for a particular purpose.

9. Limitation of Liability

In no event will either party or any of its officers, directors, shareholders, employees, agents, distributors, re-sellers, contractors, service providers or suppliers be liable under or in connection with these terms or its subject matter under any legal or equitable theory including breach of terms, tort (including negligence), strict liability and otherwise, for any (a) increased costs, diminution in value or lost business, production, revenues or profits, (b) loss of goodwill or reputation, (c) use, inability to use, loss, interruption, delay or recovery of any software or open-source components or other third-party materials, (d) loss, damage, corruption or recovery of data, or breach of data or system security, (e) cost of replacement goods or services, or (f) consequential, incidental, indirect, special, aggravated, punitive or exemplary damages, in each case regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event will the aggregate liability of either party and its representatives exceed the total amounts paid to Cubbi under this agreement in the 12-month period preceding the event giving rise to the claim.

10. Account Administration

10.1 Company Dashboard and Access to Cubbi Products.

Upon execution of this Agreement, Cubbi will establish Company’s Corporate Account that will enable Company to access its browser-based online dashboard for Cubbi Services, which includes access to each Cubbi Product that a Company has agreed to utilize. Cubbi’s contact with Company shall be by way of any individual representative designated by Company as an “Administrator” through the Dashboard (“Administrator”). In addition to the Dashboard features described in an applicable Product Addendum, the Dashboard will enable Company to (a) view each Cubbi Product Company has accepted and agreed to utilize through a Product Addendum; (b) Cubbi Personal Data such as Authorised Users’ or Central Users’ name together with reviews, orders, deliveries, user charges, and user data (e.g. first name, telephone number and email address (c) prepare and review activity reports using such Cubbi Personal Data, (d) add and remove Administrators, (e) manage and update the Company credit card on file, (d) review and manage payment statements, and (e) settle outstanding balances on the Corporate Account. Cubbi reserves the right to add, remove and update features and functionality of the Dashboard at any time. Cubbi agrees to use commercially reasonable efforts to provide the Dashboard to Company as set forth herein.

10.2 Administration

The company may appoint additional Administrators at its discretion. Company agrees to (a) maintain all Dashboard login credentials in confidence, (b) only permit an authorised Administrator to access the Dashboard, and (c) update as necessary all information of the lead Administrator and other authorised Administrators to ensure that it is current, accurate, and complete. Company shall be responsible for all activity that occurs under its Dashboard login credentials.

10.3 Authorised User and Administrator Updates.

It is Company’s sole responsibility to keep and maintain an accurate list of current Authorised Users and Administrators authorised to access the Cubbi Dashboard. Cubbi may review the current list of Authorised Users and Administrators, as may be the case, from time to time via the Dashboard to maintain and support the Cubbi Service and to ensure compliance with this Agreement.

10.4 Responsibility for User Activity.

Company agrees that (a) Company is responsible for all Administrative Charges incurred by Administrators via the Corporate Account, regardless of whether or not such User Charge was authorised by Company and (b) User Charges may be subject to price changes at any time. Further, Company agrees that Cubbi shall not be responsible for User Charges incurred by an Administrator, as may be the case, after Company has attempted removal of such Authorised User or Administrator from the Corporate Account to the extent Company provides incomplete or inaccurate Authorised User or Administrator removal information via the Dashboard. Finally, as between Company and Cubbi, Company shall be responsible for the Administrator Charges incurred due to fraudulent or other unpermitted activity on the part of an Authorised Administrator’s use of the Corporate Account to access Cubbi Services. Company shall notify Cubbi promptly upon discovery of fraudulent or unpermitted activity occurring under Company’s account.

10.5 Restrictions.

Company agrees to use the Corporate Account and Dashboard solely as set forth in this Agreement. Company shall not, and shall not authorise others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Dashboard, Cubbi Service, Cubbi App, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Cubbi Service or Cubbi App to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Charges for any usage of the Cubbi Service or (d) impose any additional fees or charges on an Authorised User or Central User related to use of the Dashboard or the Cubbi Service. Cubbi reserves all rights not expressly granted to Company or a third party, including Authorised Users or Central Users, under this Agreement.

11. Confidentiality

The term "Confidential Information" shall mean any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with the Agreement, whether orally or in physical form. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party's knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under this Agreement and (b) it will not disclose the Confidential Information to any third party other than Receiving Party’s employees or agents who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure. Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

12. Confidentiality

12.1 Roles of Parties.

Each of Company and Cubbi (or Cubbi’s Affiliate, as may be applicable from time to time) is an independent controller of the Cubbi Personal Data. Company will only process Cubbi Personal Data for administrative purposes, to manage access control and for activity review purposes.

12.2 Compliance with Data Protection Laws.

Each party shall comply with the obligations applicable to it under the Data Protection Law with respect to the processing of Personal Data.

12.3 Restrictions

Company agrees that any Cubbi Personal Data obtained in connection with this Agreement shall be used: (i) solely for the purposes set forth in Section 8.1 of these General Terms, or in connection with the use of the Cubbi Service, and for no other purpose, unless expressly authorised in writing by Cubbi, and (ii) in accordance with the purposes communicated to the data subjects. Company shall not use Cubbi Personal Data in any way that harms Cubbi or its Affiliates or that benefits a competitor of Cubbi or its Affiliates. Company agrees that it shall not disclose Cubbi Personal Data to any third parties, except as necessary for the purposes set forth herein. Company shall not rent or sell Cubbi Personal Data for any purpose.

12.4 Security

Company shall implement appropriate technical and organizational measures to protect Cubbi Personal Data against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure, as well as any breach of Company’s security measures ("Information Security Incident").

12.5 Notification

Company shall promptly notify Cubbi in the event that Company learns or has reason to believe that an Information Security Incident has occurred in relation to Cubbi Personal Data. This notification includes at least: (1) the nature of the breach of security measures; (2) the potentially compromised personal data and data subjects; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Company shall (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Cubbi with assurances reasonably satisfactory to Cubbi that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Company, and if Cubbi determines that notices (whether in Cubbi’s or Company’s name) or other remedial measures are warranted, Company shall, at Cubbi’s request and at Company’s cost and expense, undertake the aforementioned remedial actions.

13. Warranties; Disclaimer

13.1 Mutual Warranties

Each party hereby represents and warrants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder, (b) such party’s acceptance of this Agreement, as well as such party’s performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party, and (c) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin.

13.2 Company Warranties

Company represents and warrants that (a) Company has all rights and consents, where necessary, to provide Cubbi with the Company Personal Data and any other information provided to Cubbi hereunder, (b) Company will use Cubbi Personal Data solely for legitimate business purposes including business expense, processing, accounting, and budgeting purposes, (c) is in compliance and shall remain in compliance during the Term, with all applicable local, city, provincial, federal, and national laws, rules and regulations, including those relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security; (d) Company will only share and provide access to Cubbi Personal Data to Company personnel who have a business need to access such Cubbi Personal Data, (e) Company will not disclose Cubbi Personal Data to any third party, unless expressly authorised in writing by Cubbi, and who are in each case bound by privacy and security obligations regarding Cubbi Personal Data at least as restrictive as those contained herein (f) Company will not rent or sell Cubbi Personal Data for any purpose not authorised by Cubbi, (g) Company will not use Cubbi Personal Data in any way that harms Cubbi or benefits a competitor of Cubbi or its Affiliates, (h) Company’s Marks as may be provided to Cubbi or its Affiliates pursuant to this Agreement will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party and (i) that Company is not a government or quasi-government entity, or otherwise owned, controlled by, or created by a government entity. Company hereby represents that the individual clicking to accept these General Terms is authorised by Company to bind, and does hereby bind, Company to the terms hereof.

14. Indemnification

Cubbi shall indemnify, defend and hold harmless Customer from and against any and all losses incurred by Customer arising out of or relating to any Action by a third party to the extent that such Losses arise from any allegation in such Action that the Food Pod, or any use of the Food Pod, in Canada in accordance with this agreement, infringes any Canadian IP Right in Canada.

Indemnification from Customer. Customer shall indemnity’, defend and hold harmless Cubbi from and against any and all Losses incurred by Cubbi in connection with any Action by a third party to the extent that such Losses arise Out of or relate to any allegation: (a) that any IP Right or other right of any Person, or any Law, is or will be infringed, misappropriated or otherwise violated by any use or combination of the Food Pod by or on behalf of Customer or an’ of its Representatives with any hardware, software, system, network, service or other matter whatsoever that is neither provided by Cubbi nor authorized by Cubbi in this Agreensent and the Documentation, and information, materials or technology or other matter whatsoever directly or indirectly provided by Customer or directed by Customer to be installed, combined, integrated or used with, as part of or in connection with the Food Pod or Documentation, (b) of or relating to facts that, if true, would constitute a breach by Customer of any representation, warranty, covenant or obligation under this Agreement, (c) of or relating to negligence, abuse, misapplication, misuse, injury, death, loss of or damage to real or tangible personal property, or nsore culpable act or omission (including recklessness or wilful misconduct) by or on behalf of Customer or any of its Representatives with respect to the Food Pod or Documentation or otherwise in connection with this Agreement, or (d) of or relating to use of the Food Pod or Documentation by or on behalf of Customer or any of its Representatives that is outside the purpose, scope or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Cubbi’s instructions.

15. Contact Us

If you have questions or comments regarding The Cubbi Membership Terms, head to “Help” in the Cubbi Web Dashboard and/or Mobile App navigation. You can also contact us at support@cub.bi