XP Life Inc. – Terms and Conditions

1. CONTRACTUAL RELATIONSHIP

These XP Life Inc.– Terms and Conditions (“XP Terms”) govern the access or use by you, an individual, from within any country in the world (excluding the United States and its territories and possessions and Mainland China) of any platform, applications, websites, content, products, and services (the “XP Services”) made available by XP Life, Inc.

Scope of these XP Life Terms

XP Life Services may be provided by XP Eats or, if specified in these XP Life Terms or any supplemental terms, affiliates of XP Eats. However, the XP Life Services provided by XP Eats under these XP Life Terms do not include any transportation or delivery services. To the extent you request delivery services via XP Eats, the XP Life Inc.- Terms and Conditions for XP Eats (the “XP Eats Terms”) will also apply.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE XP LIFE SERVICES.

You may accept these terms by clicking a box or by using or placing an order using an XP Life branded application or website or by otherwise affirmatively indicating your acceptance. By continuing to access and use the XP Life Services, you agree to be bound by these XP Life Terms, as may be amended from time to time, which establishes a contractual relationship between you and XP Life.

If you do not agree to these XP Life Terms, at any time, you should not access or use the XP Life Services. These XP Life Terms expressly supersede prior agreements or arrangements with you and XP Life and/or any affiliates of XP Life regarding the provision of XP Life Services.

XP Life may immediately terminate these XP Life Terms or any XP Life Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Supplemental Terms

Supplemental terms may apply to certain XP Life Services, such as policies for a particular event, activity, or promotion, or a particular category of XP Life Services. Supplemental terms will be provided to you in connection with the applicable XP Life Services.

You agree to abide by the XP Life Community Guidelines, available at XP Life Terms. To the extent you access or use the XP Life Services in connection with XP Eats, you also agree to abide by the XP Eats Terms and Conditions, which are supplemental terms under these XP Terms.

Any supplemental terms and policies, including the Community Guidelines, are in addition to, and shall be deemed a part of, the XP Life Terms for the purposes of the applicable XP Life Services. Supplemental terms shall prevail over these XP Life Terms in the event of a conflict with respect to the applicable XP Life Services. For clarity, the XP Eats Terms accepted by you are not supplemental terms, but rather a separate agreement between you and the XP Life affiliate identified in the XP Eats Terms.

Amendments

XP Life may amend the XP Eats Terms, any supplemental terms or policies (including the Community Guidelines) related to the XP Life Services from time to time. XP Life will provide you with notice in the event of a material change to any XP Life Terms, policies, or supplemental terms that detrimentally affects your rights under these XP Life Terms...

Privacy

Our collection and use of personal information in connection with the XP Life Services is as provided in XP Life’s privacy notice located at XP Life Privacy Policy. You consent to XP Life potentially providing to an insurance claims processor or an insurer any necessary information...

2. The XP Life Services

XP Life will provide the XP Life Services to you in accordance with these XP Life Terms. The XP Life Services constitute the provision of a technology platform that enables you, as a user of XP Life’s applications or websites...

Licence

Subject to your compliance with these XP Life Terms, XP Life grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to access and use the Applications on your personal device...

Restrictions

You may not: (i) remove any copyright, trade mark or other proprietary notices from any portion of the XP Life Services...

Provision of the XP Life Services

You acknowledge that portions of the XP Life Services may be made available under XP Life’s various brands or request options associated with transportation or delivery services...

Third Party Services and Content

The XP Life Services may be made available or accessed in connection with third party services and content (including advertising) that XP Life does not control...

App Stores

You acknowledge and agree that the availability of the Applications may be dependent on the third party from which you received the Application’s license...

Ownership

The XP Life Services and all rights therein are and shall remain XP Life’s property or the property of XP Life’s licensors...

XP Active Area

The goods and services that you may request using the XP Life Services are available in designated areas as communicated via the Application from time to time...

3. YOUR USE OF THE XP Life Services

User Accounts

In order to use most aspects of the XP Life Services, you must register for and maintain an active personal user XP Life Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific XP Life Service permits otherwise. Account registration requires you to submit to XP Life certain personal information, such as your name, address, mobile phone number, and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the XP Life Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by XP Life in writing, you may only possess one Account.

User Requirements and Conduct

General

The XP Life Services are not available for use by persons under the age of 18. You may not authorise third parties to use your Account, and you may not allow persons under the age of 18 to receive: (i) transportation services from Third Party Providers unless they are accompanied by you; or (ii) delivery services from Third Party Providers, and you agree to take full responsibility for the acts or omissions of the persons under the age of 18. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the XP Life Services, and you may only access or use the XP Life Services for lawful purposes (e.g., no transport of unlawful or hazardous materials) and in accordance with these XP Life Terms. You will not, in your use of the XP Life Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party, including XP Life, its affiliates or any of their employees, agents or contractors. In certain instances you may be asked to provide proof of age, identity, or other method of identity verification to access or use the XP Life Services, and you agree that you may be denied access to or use of the XP Life Services if you refuse to provide proof of identity or other method of identity verification.

Pets

Subject to the discretion of a Third Party Provider, you may be allowed to bring a small animal, such as a dog or cat, on a ride requested using the XP Life Services For such trips, you are responsible for properly securing the animal with a leash, harness, crate / carrier, or through other means. You are also responsible for any damage that the animal causes to the Third Party Provider’s vehicle or property. You may be subject to a Charge for Repair or Cleaning under Section 5 for any damage or mess caused by an animal that is transported during a ride requested under your Account. Please note, in accordance with XP Life's policies on service animals and assistive devices, service animals are generally permitted to accompany riders and without extra charge, regardless of whether it is a Pet Friendly Trip.

Pets

If you request a ride option with a car seat, you acknowledge and agree that neither XP Life's nor the Third-Party Provider is responsible for the safety of a child restraint/car seat that may be available in the Third-Party Providers’ vehicle. You acknowledge and agree that it is your obligation to ensure that the car seat is installed correctly and that the child is properly secured in the seat.

Assist

If you request a ride option where a driver agrees to provide you with assistance outside of the vehicle (e.g., XP Life's Assist), you acknowledge and agree that neither XP Life's nor the Third Party Provider is responsible for any injury or incident that may arise out of the assistance provided by the Third Party Provider.

Commercial Electronic Messaging

By creating an Account, you agree that XP Life or its affiliates may send you commercial electronic messages (including email, SMS or push notifications, where applicable) as part of the normal business operation of your use of the XP Life Services and to send you marketing and promotional messages about any of XP Life’s Applications, products or services. Where it may be impracticable (including for push notifications) to include an unsubscribe mechanism in certain commercial electronic messages, you may opt-out of receiving commercial electronic messages from XP Life Services at any time by following the directions found at XP Eats. You also acknowledge that opting out of receiving electronic messages may impact your use of the XP Life Services. You also acknowledge that opting out of receiving certain electronic messages may impact your use of the XP Life Services.

Promotional Codes

An XP Life affiliate may, in its sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to a Third Party Provider’s services, subject to any additional terms that the XP Life affiliate establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by the XP Life affiliate; (iii) may, as permitted by law, be disabled by XP Life or its affiliate at any time without liability to XP Life or its affiliate; (iv) may only be used pursuant to the specific terms that the XP Life affiliate establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. The XP Life affiliate reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that the XP Life affiliate reasonably determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these XP Life Terms. This section does not apply to promotional codes applicable to delivery services. Instead, the XP Eats Terms apply to those promotional codes.

User Provided Content

XP Life may, in XP Life’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to XP Life through the XP Life Services textual, audio, and/or visual content and information, including commentary and feedback related to the XP Life Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to XP Life, you grant XP Life and its affiliates a worldwide, perpetual, irrevocable, transferable, licence for no fee, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the XP Life Services and XP Life’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases necessary to grant XP Life and its affiliates the licence to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor XP Life’s or its affiliate’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by XP Life in its sole discretion, whether or not such material may be protected by law. XP Life may, but is not obligated to, review, monitor, or remove User Content, at XP’s sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices

You are responsible for obtaining the data network access necessary to use the XP Life Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the XP Life Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the XP Life Services and Applications and any updates thereto. XP Life does not guarantee that the XP Life Services, or any portion thereof, will function on any particular hardware or devices. In addition, the XP Life Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. PAYMENT

You understand that use of the XP Life Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Third Party Charges”). After you have received services or goods obtained through your use of the XP Life Service, XP Life or one of its affiliates will facilitate your payment of the applicable Third Party Charges as such Third Party Provicer’s limited collection agent. Payment of the Third Party Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Third Party Charges will be inclusive of applicable taxes where required by law. Third Party Charges paid by you are final and non-refundable, unless otherwise determined by XP. Subject to local regulations, you retain the right to request to increase or lower Third Party Charges from a Third Party Provider for transportation services received by you from such Third Party Provider. An XP Life affiliate will respond accordingly to any request from a Third Party Provider to modify the Third Party Charges for a particular service or good. All Third Party Charges are due immediately and payment will be facilitated by XP Life or an XP Life affiliate using the preferred payment method designated in your Account, after which you will be sent a receipt. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that XP Life or an XP Life affiliate may, on behalf of Third Party Provider, use a secondary payment method in your Account, if available. You acknowledge that an XP Life affiliate may establish or adjust Third Party Charges for any or all services or goods obtained through the use of the XP Life Services at any time at the direction of the Third Party Provider or otherwise in the XP Life affiliate’s discretion, including in certain circumstances such as where you choose an additional service that incurs an additional charge. Further, you acknowledge and agree that Third Party Charges applicable in certain geographical areas may increase substantially during times of high demand. XP Life use reasonable efforts to ensure the XP Life affiliate informs you of Third Party Charges that may apply, provided that you will be responsible for Third Party Charges incurred under your Account. You acknowledge that the fact that a payment card statement may reflect a charge from XP Life or an XP Life affiliate, does not necessarily mean that XP Life or the XP Life affiliate sold an item or service, but rather that XP Life or the XP Life affiliate facilitated payment processing, and that the merchant stated on your receipt is the actual seller. You acknowledge that an XP Life affiliate may from time to time provide certain users with Promo Codes that may result in different amounts charged for the same or similar services or goods obtained through the use of the XP Life Services, and you agree that such Promo Codes are provided to you for no fee, have no monetary value, cannot be redeemed for cash, are not exchangeable or transferable and, unless also made available to you, shall have no bearing on your use of the XP Life Services or the Third Party Charges applied to you. Gratuities This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Except with respect to taxicab transportation services requested through the Application, XP Life does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the XP Life Services, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the XP Life Services, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.

Cancellations

You may elect to cancel your request for transportation services from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee. If the transportation services are cancelled for any reason not attributed to you in accordance with XP Life’s or its affiliate’s cancellation policies, you may be entitled to a refund for any charges paid. If you purchase items or items and delivery services from a Third Party Provider, you may cancel your order at any time up until the Third Party Provider has begun preparing your items. Once the preparation has begun, you will no longer be able to cancel your order without incurring a charge, which will be no more than the full price for your ordered items. If you cancel your order after the delivery has begun, you will also be charged the full price for the delivery services purchased from the Third Party Provider. If any delivery services provided by a Third Party Provider fail or are cancelled for reasons that XP Life determines, acting reasonably, are attributed to you (for example, you provided an incorrect delivery address), you will be charged a fee no more than the full price for both the items and any delivery services purchased from the Third Party Provider. If any delivery services provided by a Third Party Provider fail or are cancelled for any reason that XP Life determines, acting reasonably, are not attributed to you, you may be entitled to a refund for any charges paid for those delivery services. If you require a correction to be made to any Third Party Charge you incurred, you must notify XP Life in writing within 30 days after the Third Party Charge was invoiced after which XP Life will have no further responsibility and you waive your right to later dispute the amounts charged.

Repair, Cleaning or Other Fees

XP Life may charge you a fee if, during your use of the Services, you have caused damage to a vehicle or property that requires repair or cleaning (“Repair” or “Cleaning”). The amount of such fee shall be determined, in XP Life’s sole discretion, based on the type of damage and the severity. XP Life reserves the right to verify or otherwise require documentation of damages prior to processing a fee. In the event that a Third Party Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by an XP Life affiliate in the affiliate’s reasonable discretion, XP Life reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Third Party Provider using your payment method designated in your Account. Such amounts will be transferred by XP Life to the applicable Third Party Provider and are non-refundable. Additionally, if you fail to comply with these XP Life Terms you may be responsible for additional fees or charges, including without limitation, for transactions that could not be completed properly, arising out of or in connection with your failure to comply with these XP Life Terms.

5. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY

APPLICATION TO XP Life and ITS AFFILIATES

The limitations and disclaimer in this section 5 apply to the liability of XP Life and its affiliates under these XP Life Terms, including in relation to any of the XP Life Services. Neither XP Life's nor any of its affiliates will be liable under or in connection with these XP Life Terms for any Delivery Services or Shopping Services.

DISCLAIMER

THE XP Life Services ARE PROVIDED “AS IS” AND “AS AVAILABLE”. XP Life and ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE XP Life Terms (INCLUDING ANY SUPPLEMENTAL TERMS, WHERE APPLICABLE), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE XP Life Services OR ANY SERVICES OR GOODS REQUESTED BY YOU THROUGH THE USE OF THE XP Life Services, OR THAT THE XP Life Services WILL BE UNINTERRUPTED OR ERROR-FREE. XP Life and ITS AFFILIATES DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE XP Life Services, AND ANY SERVICES OR GOODS REQUESTED BY YOU THROUGH THE USE OF THE XP Life Services, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. XP Life does NOT CONTROL, MANAGE OR DIRECT ANY THIRD PARTY PROVIDERS. THIRD PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF XP LIFE. XP Life does NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. XP LIFE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIABILITY

Limitation of Liability

XP Life and ITS AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF XP Life hAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XP Life sHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE XP Life Services OR YOUR INABILITY TO ACCESS OR USE THE XP Life Services; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF XP Life hAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XP Life sHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND XP’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. XP Life sHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF LACK OF OR IMPROPER INSTALLATION OR USE OF CHILD RESTRAINT SYSTEMS FOR GUESTS ON RIDES REQUESTED THROUGH THE SERVICES FOR WHOM A CHILD RESTRAINT SYSTEM IS LEGALLY REQUIRED. IN NO EVENT SHALL XP’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE THOUSAND CANADIAN DOLLARS (CAD $1000). THE XP Life Services MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, LOGISTICS OR DELIVERY SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT XP LIFE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, DELIVERY OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS OR THE XP Eats TERMS. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

INDEMNITY

You agree to indemnify and hold XP Life and its affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) your use of the XP Life Services or services or goods obtained through your use of the XP Life Services; (ii) your breach or violation of any of these XP Life Terms; (iii) XP Life’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers (“Losses”).

6. GOVERNING LAW

These XP Life Terms shall be exclusively governed by and construed in accordance with the laws of the province of Ontario, or Quebec if you're a Quebec resident, and the federal laws of applicable therein, without regard to conflict of law principles.

7. DISPUTE RESOLUTION

IMPORTANT: PLEASE READ THE FOLLOWING ARBITRATION REQUIREMENT CAREFULLY. YOU WILL HAVE TO RESOLVE DISPUTES THROUGH ARBITRATION. YOU WILL NOT BE ELIGIBLE TO GET MONEY OR OTHER RELIEF THROUGH A COURT PROCEEDING.  ARBITRATION REQUIREMENT  You are free to get advice or representation from a lawyer about this arbitration requirement. Unless prohibited by law, all disputes arising out of or relating in any way to: i) these XP Life Terms, ii) the XP Life Services, iii) your access to or use of the Applications, or iv) advertisements, promotions or oral or written statements related to the Applications or any other XP Life branded product will be finally and conclusively adjudicated and resolved by arbitration under the Arbitration Rules (“ADRIC Rules”) of the ADR Institute of , Inc. (“ADRIC”), except as modified here. The arbitration will be in English or French as you choose. The arbitration may be held anywhere the arbitrator considers appropriate, including remotely by telephone or Internet. The ADRIC Rules are available by, for example, searching to locate “ADRIC Arbitration Rules” or by clicking here. You can also contact ADRIC at 1-877-475-4353 or . You will have to pay some fees to arbitrate, as described in the ADRIC Rules. However, before beginning the arbitration, the party with the claim will first try to informally negotiate with the other party, in good faith, a resolution of the dispute for not less than 30 days but no more than 45 days unless extended by agreement. During the negotiation period, any otherwise applicable limitation period will be tolled (temporarily suspended). Nothing here prevents you from filing a claim with a government agency. Where you allege claims of sexual assault or sexual harassment, you may choose to bring those specific claims in court instead of arbitration. XP agrees to honour your choice of forum with respect to your individual sexual harassment or sexual assault claim but in doing so XP Life does not waive the enforceability of any other part of this section 7. This arbitration requirement survives: (i) the termination of this Agreement and (ii) the bankruptcy of any party. If any part of it is deemed invalid or unenforceable, the other parts remain in force.

8. OTHER PROVISIONS

Notice

XP Life and XP Eats may give notice by means of a general notice on the XP Life application or website (facilitated by XP (in its capacity as licensor of the XP Life branded applications and website)), electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to XP Life or XP Eats by written communication to XP Life and XP Eats’s address at 1450 Hopkins Street unit 202, Whitby, ON 202 L1N 2C3.

General

You may not assign or transfer these XP Eats Terms in whole or in part without XP Life and XP Eats’s prior written approval. You give your approval to XP Life and XP Eats for it to assign or transfer these XP Eats Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of XP Life or XP Eats’s (or their affiliates’) equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, XP Life, XP Eats or of their affiliates as a result of the contract between you and XP Life and XP Eats or use of any Services. If any provision of these XP Eats Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these XP Eats Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these XP Eats Terms. These XP Eats Terms, including any incorporated policies, constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. Nothing in this clause limits your rights as a consumer that cannot be excluded under applicable law. In these XP Eats Terms, the words “including” and “include” mean “including, but not limited to”.