TERMS OF USE


Serendipia Innovation Inc. (“Serendipia,” “we,” or “us”) owns and operates the Eloujn mobile application (“Eloujn App”), websites, content, products, and services (collectively, the “Platform”). These Terms of Use (“Terms”) govern your use of the Platform.


PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM.

 

Your access and use of the Platform constitutes your agreement to be bound by these Terms. If you do not agree to these Terms, do not use the Platform. 

 

  1. ACCEPTANCE OF TERMS


These Terms comprise an electronic contract that establishes the legally binding terms you must accept to use the Platform. The Terms include Serendipia’s Privacy Policy.


By accessing or using the Platform, you accept the Terms and agree to the terms, conditions and notices contained or referenced herein and consent to have the Terms and all notices provided to you in electronic form. The Terms may be modified by us from time to time, such modifications to be effective upon posting by us on the Platform. We shall notify you of changes to the Terms through notices on the Platform or by email, or both. To withdraw your consent, you must cease using the Platform and terminate your Account.


If you breach any provision of these Terms, your right to access and use the Platform shall cease immediately.


  1. THE PLATFORM


The Platform constitutes a technology platform that enables certain users of the Platform to arrange and schedule delivery of goods or services (“Jobs”) with an independent third-party provider, including independent third-party logistics providers under Agreement with Serendipia (“Contractors”). Those users who request Jobs through the Platform are herein referred to as “Customers.” Customers and Contractors are herein referred to collectively as "Users."


The Platform is an independent service that allows Customers to connect with Contractors. Any decision by a User to enter into a transaction with another User is a decision made in such User’s sole discretion and at their own risk. YOU ACKNOWLEDGE THAT SERENDIPIA DOES NOT PROVIDE LOGISTICS SERVICES AND LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY SERENDIPIA OR ANY OF ITS AFFILIATES.


Once a Customer’s Job has been accepted by a Contractor, a separate agreement is created between the Contractor and the Customer. The Contractor is an independent contractor of the Customer. Serendipia is not a party to this separate contract. In the event a dispute arises in relation to this separate agreement, Serendipia may, but has no obligation to, provide dispute resolution assistance.


Serendipia does not have control over the actions of any User. As such, Serendipia makes no representations or warranties whatsoever with respect to the actions of any User or third party. You understand that Serendipia does not routinely screen its Users, inquire into the background of its Users, or attempt to verify information provided by any User. Serendipia does not verify or confirm that any User is who they claim to be or is accurately representing themselves. Information provided as part of the use of the Platform is for general purposes only. Serendipia does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Platform.


We reserve the right to add, amend, delete, edit, remove or modify any information, content, material or data displayed through the Platform and without notice from time to time. We reserve the right to suspend or discontinue the Platform, in whole or in part, without notice. We shall not be liable to you for any modification, suspension, or discontinuation of the Platform.


Serendipia shall have no obligation to provide you with any support or maintenance in connection with the Platform.


  1. PERMITTED USE OF PLATFORM


We grant you a non-transferable, non-exclusive, revocable, limited licence to use and access the Platform.


You are not permitted to use the Platform:


      1. in any unlawful or fraudulent manner, or any other manner prohibited by the Terms;


      1. to upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data;


      1. to send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;


      1. to use the Platform to harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent;


      1. to interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks;


      1. to attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means;


      1. to harass or interfere with any other User’s use and enjoyment of the Platform;


      1. to use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform;


      1. to tamper with, modify, copy without express permission, amend, make derivative or reverse engineer any part of the Platform; or


      1. to licence, sell, rent or lease any part of the Platform.


  1. USER ACCOUNT


As part of your use of the Platform, you must create a user account (an “Account”). Account registration requires you to submit to Serendipia certain personal information, such as your name, age, address, mobile number, email, and at least one accepted credit card. This information will be retained until your Account is deleted. It is your responsibility to ensure that all information, content, material, or data you provide in your Account is at all times correct, complete, accurate, and not misleading. We accept no responsibility for any loss or damage to you arising from Account information that is not correct, complete, and accurate, or is misleading. Lack of an up-to-date payment method may also result in fees due by Users, such as a cancellation and order fees. Each User may have only one Account.


You must be at least 19 years of age to obtain an Account.


It is your responsibility to keep all of your Account information confidential, including but not limited to your username, password and other identifying information. You are solely responsible for all activities undertaken through the Platform using your username, password, or other Account information. You must notify us immediately of any unauthorized or suspected unauthorized use of your Account. We accept no responsibility for loss or damage resulting from failure to keep your information confidential or from failing to notify us of unauthorized use of your Account. You may not allow other individuals to use your Account.


As part of your Account, you may create a user profile (the “Profile”). Once complete, your Profile will be visible to other Users.


You may delete your Account at any time by contracting us at corporate@eloujin.ca.


We may, in our sole discretion, terminate your Account and your access to the Platform at any time if you are in breach of the Terms.


  1. USER CONTENT


You shall retain ownership of any views, opinions, reviews, ratings, comments, content or material you submit, display, distribute, upload, post, share, publish or otherwise make publicly available on or through the Platform (the “User Content”). You grant (and you represent and warrant that you have the right to grant) to Serendipia an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works including for marketing purposes, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights. You irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to the User Content.


You are not to collect, upload, transmit, display, or distribute any User Content that:


      1. violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;


      1. is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;


      1. is harmful to minors in any way; or


      1. is in violation of any law, regulation, or obligations or restrictions imposed by any third party.


You are responsible for your User Content. We do not sponsor or endorse your User Content. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Terms or otherwise create liability for us or any third party. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.


We make no guarantees regarding the accuracy, currency, suitability, or quality of any content from other Users. Your interactions with other Users are solely between you and such other Users. You agree that Serendipia will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user, we are under no obligation to become involved.


We are not obligated to keep a backup of the User Content. We accept no liability for lost User Content.


  1. CONTRACTOR TERMS


Customers may post their Job requests on the Platform for any Contractor to accept, based on their chosen delivery criteria. Acceptance of Jobs is on a first come, first served basis. It is solely the Contractor’s decision whether or not to accept a Job.


Contractors agree that the fees collected and paid to the Contractor through the Platform are full compensation for the services they provide. Contractors shall not request or be entitled to additional fees or payments from the Customer or Serendipia upon completion of the Job.


Some Jobs will require the Contractor to make purchases for the Customer. Such purchases must be made using an accepted credit card. Contractors will be reimbursed for such purchases upon completion of the Job. If you are unwilling to make purchases, you must not accept such Jobs.


Contractors may not subcontract, delegate, or hire any other person or entity to perform the Jobs they have accepted. All Jobs must be performed personally by the Contractor who accepted them.


Contractors must use their own mode of transportation, such as a car, bicycle, or by walking in order to complete Jobs they have accepted through the Platform. If using a vehicle, Contractors must abide by all laws and regulations, including but not limited to having a valid driver’s licence and appropriate insurance. Contractors must only use vehicles registered in their own name, or the Contractor must have written permission from the owner to use the vehicle for purpose of providing services through the Platform.


Contractors must create a Stripe Connect account (the “Connect Account”) at the time of registration for an Account in order to accept payment and process refunds. Data received from Connect Accounts will be used to retain records of purchase, delivery details, and may be used by Serendipia in order to better enhance the Platform. Contractors agree to use their Connect Account only in connection with the Platform and not for any other purpose. Contractors agree to use their Connect Account honestly and not to defraud Serendipia or any User of the Platform. Contractors must abide by the Stripe Connected Account Agreement that may be found at: https://stripe.com/ca/connect-account/legal.


Contractors must obey by all applicable laws and retain the privacy and confidentiality of the Customers they provide services to.


This Agreement does not create any partnership or employment relationship between Contractors and Serendipia. Contractors agree that they are independent entities. Contractors may not make any representations on behalf of Serendipia.


  1. CUSTOMER TERMS


Customers must pay for all charges that arise from the Jobs they request through the Platform. Customers acknowledge that the final fee for a Job may differ from the originally estimated fee. Customers agree to pay for all fees, irrespective of the estimated quote being more or less than the final fee.

 

Customers agree that if they cancel a Job, they will pay a cancellation fee. Customers must also pay for all costs associated with the cancelled Job. No refunds will be available regardless of any situation that arises.


Serendipia does not guarantee that Job requests will be accepted by a Contractor. Serendipia cannot ensure the estimated completion time for any given Job is accurate.

  1. REGULATED ITEMS


If you order alcohol, tobacco, or other regulated items using the Platform, you warrant that you are of legal age to purchase and/or consume such items in the jurisdiction in which they are delivered and are not ordering such items for any person below the legal age in the applicable jurisdiction. You acknowledge and agree that Contractors may require valid government-issued photo identification(s) matching the name on the order and proving your age to the Contractor, and that the recipient is not intoxicated when receiving the delivery. If you are unable to meet these conditions to the satisfaction of the Contractor then such regulated items may be withheld. In the event a regulated item is so withheld, you will still be required to pay all associated fees for the Job, including the price of the withheld item(s). Regulated item orders may be subject to time and location restrictions.


  1. FEES AND PAYMENT


Fees listed on the Platform are in Canadian dollars. Fees may consist of the cost of an item requested by the Customer, service fees, distance fees, and a base fare. Taxes and other charges may be added prior to payment. Payment will be facilitated through a third-party payment processing service such as Stripe. All fees and payments must be paid through the Platform. Serendipia is not obligated to pay a Contractor for a Customer’s failure to pay for a Job.


Serendipia may set prices for Jobs based on travel distance and various other factors. Serendipia has the right to change any fees, such as by removing, increasing, decreasing or adding fees. Serendipia has the right to change the commission rate it collects at any time. Notice of such changes will be made to Users in advance.


You consent Serendipia to authorize your credit card for a pre-authorization and an additional security hold for every new Job you request. Users agree that they will ensure they have sufficient funds to cover the charges and the security hold. In the event that Users do not have sufficient funds and an overdraft occurs, Serendipia will not be held responsible, and will not aid in the recovery of such funds. You agree that in the event of an overdraft, you will not make any claims for reimbursement against Serendipia or another User.


Payment to Contractors will be subject to fees that must be allocated to Serendipia per transaction, applicable taxes, and other fees as indicated from time to time.


  1. PRIVACY

 

Our collection and use of personal information in connection with the Platform is as provided in Serendipia’s Privacy Policy, located under the heading “Privacy Policy” in the Eloujn App.


  1. THIRD PARTY LINKS


We may provide links through the Platform to the websites or services of third parties. These websites are owned and operated by third parties over whom we do not have control. Serendipia has not reviewed all of the sites linked through the Platform and accepts no responsibility for the contents of third-party websites. The inclusion of any link does not imply endorsement by Serendipia of the site or service. Use of any such linked website or service is at the user's own risk. Any links to third party websites or services are provided for your interest and convenience only. We are not responsible or liable for any loss or damage you may suffer or incur in connection with your use of any third-party websites or services or for any acts, omissions, errors or defaults of any third party in connection with their website or service.


  1. INTELLECTUAL PROPERTY


Serendipia owns and retains all proprietary rights in the Platform, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Platform contains the copyrighted material, trademarks, and other proprietary information of Serendipia. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Platform. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.


Subject to the limited licenses granted in these Terms, no licence is granted to you or any other party for the use of Serendipia’s intellectual property.


Any third-party trademarks, service marks or other intellectual property displayed on through the Platform are used with the authorization of the owner of the intellectual property, subject to their guidelines for use. We cannot authorize you to use, reproduce or modify any third party intellectual property used in the Platform, and are not responsible for any loss or damage you may suffer or incur in connection with your use of any third party intellectual property for your own purpose.


  1. DISCLAIMERS


You agree that:


      1. If you use the Platform, you do so at your own and sole risk. The Platform is provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, and fitness for a particular purpose, title and non-infringement.


      1. If you access or transmit any content through the use of the Platform, you do so at your own discretion and your sole risk. You are solely responsible for any loss or damage to you in connection with such actions. We are not responsible for any incorrect or inaccurate content in connection with the Platform, whether caused by Users or by any of the programming associated with or utilized in the Platform. We are not responsible for the conduct, whether online or offline, of any User of the Platform. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.


We do not warrant that:


      1. the Platform will meet your requirements;


      1. access to the Platform will be uninterrupted, timely, secure, or error-free;


      1. the quality or reliability of the Platform will meet your expectations;


      1. any information you provide or we collect will not be disclosed to third parties;


      1. any account on the Platform is accurate, up to date or authentic; or


      1. third parties will not use your confidential information in an unauthorized manner.


Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Platform or any conduct or interactions between Users of the Platform, whether online or offline.


  1. LIMITATION OF LIABILITY AND RELEASE


You agree that neither we nor our affiliates, officers, directors, employees, agents and licensors will be liable for any damages whatsoever, including direct, indirect, incidental, punative, special, consequential or exemplary damages, in connection with, or otherwise resulting from, any use of the Platform, even if we have been advised of the possibility of such damages. We shall not be liable for any damages, liability, or losses arising from, relating to, or connected with:


      1. the use or inability to use the Platform;


      1. disclosure of, unauthorized access to or alteration of your Account;


      1. actions or inactions of other Users or any other third parties for any reason; or


      1. any other matter arising from, relating to or connected with the Platform or these Terms.


We will not be liable for any failure or delay in performing under these Terms where such failure or delay is due to causes beyond our reasonable control, including natural catastrophes, governmental acts or omissions, laws or regulations, terrorism, labor strikes or difficulties, communication system breakdowns, hardware or software failures, transportation stoppages or slowdowns or the inability to procure supplies or materials.


Serendipia expressly disclaims any liability that may arise between Users related to or arising from use of the Platform. You hereby release and forever discharge Serendipia and its affiliates, officers, directors, employees, agents and licensors from any and all claims, demands, damages (actual or consequential) of every kind and nature, whether known or unknown, contingent or liquidated, arising from or related to any dispute or interactions with any other User, whether online or in person, whether related to the use of the Platform or otherwise.


You acknowledge and agree that the disclaimers of warranties above and these limitations of liability are an agreed upon allocation of risk between you and us. You acknowledge and agree that if you did not agree to these limitations of liability you would not be permitted to access the Platform. You acknowledge and agree that such provisions are reasonable and fair.


  1. INDEMNITY


You agree to defend, indemnify and hold us, and our subsidiaries, parents, affiliates, and each of our and their directors, officers, managers, partners, agents, other representatives, employees and customers (each an “Indemnified Party” and collectively, the “Indemnified Parties”), harmless from any claim, demand, action, damage, loss, cost or expense, including without limitation, lawyers' fees and costs, investigation costs and settlement expenses, incurred in connection with any investigation, claim, action, suit or proceeding of any kind brought against any Indemnified Party arising out of your use of the Platform, any alleged or actual infringement of the intellectual property rights of any party, any injury or damage to property or person, any act by you in connection with any user of the Platform or any other third party, or alleging facts or circumstances that could constitute a breach by you of any provision of these Terms and/or any of the representations and warranties set forth above.


To the fullest extent permitted by law, the sole remedy for any claim or claims for damages arising out of or related to this Agreement shall be limited to the amount of one hundred dollars ($100).


  1. DISPUTE RESOLUTION


In the event a dispute arises out of or in connection with these Terms, the parties shall attempt to resolve the dispute through friendly consultation.


If the dispute is not resolved within a reasonable period then any or all outstanding issues shall be referred to arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre (the “BCICAC”). The appointing authority shall be the BCICAC and the case shall be administered by the BCICAC in accordance with its Rules.


  1. TERM AND TERMINATION


These Terms will remain in full force and effect while you use the Platform and/or have an Account.


You acknowledge and agree that we, in our sole discretion, may terminate your access to the Platform for any reason, including, without limitation, your breach of these Terms. You understand and agree that we are not required, and may be prohibited, from disclosing to you the reason for termination of your access to the Platform. You acknowledge and agree that any termination of your access to the Platform may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and bar any further access to the Platform. Further, you acknowledge and agree that we will not be liable to you or any third party for any costs or damages of any kind for or resulting from any termination of your access to our Platform. Upon termination, your information may be deleted or kept as necessary.


  1.  FEEDBACK


If you provide us with any feedback or suggestions regarding the Platform (“Feedback”), you hereby assign to Serendipia all rights in such Feedback and agree that Serendipia shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us as Feedback any information or ideas that you consider to be confidential or proprietary.


  1. GENERAL


This Agreement shall be governed by, and construed under, the laws of the Province of British Columbia.


In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect its original intentions and the remainder of the provisions shall remain in full force and effect.


No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.


  1. CONTACT


If you have any questions or concerns about these Terms, you may contact us at customersupport@eloujn.com