RenoRun E-Commerce

TERMS OF SERVICES

These Terms of Services are between the legal entity identified in the Order Form, at the address set forth in the Order Form (the "Customer"; "you") and RenoRun Inc. ("RenoRun", "We","Us"), located at 4767 Dagenais Street Suite 212, Montreal, Quebec, Canada, H4C 1B6. Please read these Terms of Services carefully as they contain your rights and obligations when you use our website (the "Website"), our mobile application (the "App"), our delivery services (the "Delivery Services") and when your purchase construction materials from us (the "Products"), together with the Custom Services, the RenoRun Subscription Pro and the Content, the "Services".

If you have any questions, complaints or claims with respect to our Services, including our App, here are our contact details

Email: orders@renorun.ca
Phone: 1-844-RENORUN

These Terms of Services are effective on the date that you (a) download our App; (b) use or access our Services or (c) agree to these Terms of Services, whichever comes first (the "Effective Date").

  1. Definitions
    1. "Confidential Information" means any and all information of a party (the "Disclosing Party") which has or will come into the possession of the other party (the "Receiving Party") of confidential or proprietary nature, including information of a technical nature; such as know-how, software, source code, algorithms, specifications, formulas, trade secrets, list of orders, Products ordered, employees and contractor lists, locations of delivery sites, and information of a business nature, such as information about costs, profits, pricing policies, markets, sales, suppliers, customers, plans for future development, plans for future products, marketing plans or strategies, and other information of a similar nature, which is not generally disclosed by a party to the public.
    2. "Custom Services" means custom orders for Products that are not found within our Services, in which case, we pick up your materials from your specialized building materials supplier and generate a custom Order Form;
    3. "Content" means text, graphics, logos, images, audio clips, stories, blog posts and digital downloads;
    4. "End Users" means each user who is authorized by you to use and access the Services, including to purchase Products on your behalf.
    5. "Mobile Operators" means the company that owns the operating systems of your End Users’ mobile devices, such as Apple or Google, and through which your End Users obtain our App on the App Store or Play Store.
    6. "Order Form" means (a) the form on the App which contains the Services that you selected, along with the related fees for the Services , or (b) in the case of Customer Orders, the order form invoiced by e-mail at the e-mail registered on the Customer’s account pursuant to the Customer’s request, as confirmed by phone by RenoRun. The Order Form is deemed attached and part of to these Terms of Services.
    7. "Personal Information" means information that can, indirectly or directly, identify individuals, such as IP addresses, names and credentials.
  2. Accounts
    1. You represent and warrant that you and each of your End Users are at least eighteen (18) years old.
    2. You agree that you are responsible for the confidentiality of your account credentials, and for any activity resulting from the use of your account. You agree to make reasonable efforts to prevent unauthorized access to, or use, of our Services. You may not share your account and password, allow third parties to use your account nor assist anyone who is not a registered user to gain access to the Services. For the avoidance of doubts, the foregoing applies to End Users’ accounts and credentials.
    3. You agree to notify us immediately if you become aware of any unauthorized use of your login credentials, and to change your credentials immediately using the built-in functionalities made available to you.
    4. You agree that the Services may not be available in all languages and may not be available in all locations
    5. ou represent and warrant that you and your End Users are authorized to procure the Services listed for the receipt of the materials, and that your order is in compliance with applicable law and does not constitute fraud. For the avoidance of doubts, you may not write the name of an organization for the receipt unless this organization is effectively purchasing the Services.
  3. Performance of the Services
    1. Order. You agree and acknowledge that some Products may be out of stock or unavailable from time to time. We strive to keep our list of Products and pricing updated and current, however, there may be discrepancies between the Products available through the Services and the actual inventories, and such discrepancies are not within the control of RenoRun. If an item is out of stock or unavailable, we will contact you by phone and text messages, to adjust your Order Form by replacing the out of stock or unavailable Products with similar Products or remove such out of stock or unavailable Products from your Order Form. If you do not respond to our attempts to reach you, you agree that we may remove the out of stock or unavailable Products from your Order form. Notwithstanding the foregoing, you agree that in the case of Products of lumber, drywall and similar items, we may replace the out of stock or unavailable Products with the same item of a larger size.
    2. Products. Notwithstanding anything to the contrary, you agree that we may purchase the Products from the supplier of our choice, and that we are the merchant of record, and that title to Products ordered by you through an Order Form passes to you at the time of delivery, as set forth under Section 3.3. You bear all risks of loss or damage to Products upon the transfer of ownership.
    3. Delivery. The Delivery Services are completed by RenoRun at location and date indicated on the Order Form, by truck. RenoRun’s Delivery Services are presumed to have been performed if RenoRun attempted to perform it on the date specified in the Order Form, but was prevented from doing so by your actions or inactions or negligence, including if you are not available at the location and date selected, in which case, the ownership of the Products are transferred to you at this moment and you bear the risks of loss or damages to Products after this moment. RenoRun Delivery Services are curbside, which means that we drop the Products anywhere within ten (10) to twenty (20) feet of the location where the delivery truck is located. We offer walk-in Delivery Services for an additional fee. This additional fee is calculated on a case-by-case basis depending on your location. If you select "walk-in" at the checkout, we will contact you to inform you of the fee. If you decide that you do not want to pay for such fee, we will not add the fee to your Order Form and we will deliver curbside. You agree and understand that we may not be able to deliver Products associated with Custom Orders if they do not fit within our delivery trucks.
  4. RenoRun Pro Subscription
    1. Subscription. Subject to the payment of applicable subscription fees, RenoRun Pro Customers obtain a rebate of fifty percent (50%) on all scheduled and express Delivery Services, as set forth under Section 6.2.
    2. Fees, Upgrades. You can subscribe to the RenoRun Pro Subscription subject to a subscription fee of one hundred dollars (100$) per month, or one thousand dollars (1000$) yearly. You may update to a yearly subscription at any time, in which case, you will be charged the yearly subscription fee upon renewal. We reserve our right to revise our subscription fees and offerings at any time, if the subscription fees change, we will advise you before processing your next payment. If you do not agree to such changes, you can terminate your subscription before the next payment.
    3. Cancellation and Refunds. You agree and understand that the RenoRun Pro Subscription is non-refundable, and we do not issue any credits in case of cancellation. If we discontinue the RenoRun Pro Subscription, we will either provide the Services until the end of your subscription term or reimburse you for the RenoRun Pro Subscription fees paid in advance in proportion of the time remaining in your current subscription term.
    4. Renewal. The RenoRun Pro Subscription is auto-renewing at the end of each periodic subscription term. You agree and understand that (a) after your initial subscription term, the term will automatically renew for an additional equivalent period and (b) your account will be billed continuously for each subscription, unless terminated in accordance with these Terms of Services.
  5. Acceptable Use
    1. You represent and warrant that you will use the Services only for lawful purposes and in accordance with the foregoing rules. You agree that you will deploy commercially reasonable efforts to cause your End Users to use the Services in accordance with these rules. You shall remain entirely liable for all acts and omissions by your End Users, and any act or omission by such End User that would constitute a breach of these Terms of Services if taken by you will be deemed a breach of these Terms of Services by you. You hereby represent and warrant that, unless expressly authorized in writing by us, you and your End Users will use of the Services in any manner:
      1. Do not decompile, disassemble, reverse engineer, investigate, modify, create derivative works from, or otherwise access any interfaces within the Services that are not intended for users;
      2. Do not attempt to gain unauthorized access to the Services, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
      3. Do not access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions or graphics of the Services;
      4. Do not impersonate any person, including registering by using someone else’s identity to create an account;
      5. Do not access, search or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
      6. Do not abuse referrals or promotions to get more credits than deserved;
      7. Do not use the Services in a manner that is in violation of applicable laws, including to send unsolicited communications, promotions or advertisements, or to spam users;
      8. Do not hack us! This means that you can’t scan, probe or test the vulnerabilities of our Services, introduce malicious software, or deploy denial-of-services attack;
      9. If you comment on our Content through our blogs, you agree to be respectful to other users and us. This means that you should take responsibility for your own words and comments, not say anything online you would not say in person or treat others unfairly, including by insulting or otherwise attacking their opinions. We respect freedom of speech and diversity of opinions, and we expect you to do the same when using our Services. If you don’t respect these rules, we may also delete your comments, at our sole discretion.
      You agree that if you breach this section, or if you threaten to breach this section, we may restrict or suspend your access to the Services, and we will consider this a material breach of these Terms of Services.
  6. Service Level Agreement
    1. Our Delivery Services are offered Monday to Friday between 8AM and 5PM, and Saturday between 10AM and 3PM, except on Statutory Holidays. Based on availability, same day orders placed after 3PM from Monday to Friday or after 1:30PM on Saturdays will be considered as first deliveries for the next business day (the "Delivery Hours"). Delivery is completed within the time slot selected by Customer. For same-day order, we attempt to deliver within two (2) hours, however, you agree and understand that some orders may take longer due to the Products requirements or if our delivery staff is not available. Custom Orders may take longer depending on the availability of your requested Products with your specialized retailer. We provide regular updates on the delivery through notifications in your App, by phone or by chat.
    2. If you have an active RenoRun Pro Subscription, you have access to three (3) types of Delivery Services, as set forth below. You agree and understand that we do not warrant these delivery times, and that we deliver based on best efforts. You agree and acknowledge that the availability of the Products and other situation out of our controls, including a Force Majeure, may impact our capacity to deliver within these delivery times.
      1. Flexible – Delivered at any time during the Delivery Hours of the selected day;
      2. Scheduled – Delivered within a one (1) hour window of your choice during the Delivers Hours;
      3. Express – Delivered within two (2) hours during the Delivery Hours.
    3. RenoRun deploys commercially reasonable efforts to monitor the Delivery Services and contact Customer without undue delay if any potential delays arise, and if necessary, RenoRun will reschedule the Delivery Services based on Customer’s needs.
  7. Intellectual Property
    1. Our trademarks, logos, products and Services are our intellectual property. Except as otherwise permitted by law, please do not use or display in any manner our trademarks without our prior consent.
    2. Notwithstanding anything to the contrary, we are the sole owner of any suggestions, enhancement requests, recommendations or other feedback that you provide to us, so long as they relate to the Services, and you hereby assign to us, without limitation of any kind, all of your rights, titles and interests therein, and we accept such assignment.
    3. All titles, ownership rights and intellectual property rights in and to the Services and any and all copies thereof are owned by us. All rights are reserved, except as expressly stated in these Terms of Services. The Content included in or made available through the Services is our property. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by these Terms of Services. Customer shall remain the sole and exclusive owner of all right, title, and interest into its Intellectual Property.
  8. Mobile Devices; App
    1. You agree and understand that these Terms of Services, including this Section 7 is between you and RenoRun, and not with Apple. We are solely responsible for our App and the content thereof. The usage rules set forth in the App Store Terms of Service have precedence over these Terms of Services.
    2. Subject to these Terms of Services, and during the Term, we grant you a revocable, non-exclusive, non-transferable, non-sublicensable and limited license to download, install, use and access our Services for your professional use (and to allow End Users to do the same). This license applies to the devices that you or your End Users own or control and is subject to the rules of the Mobile Operators. If you are using an IoS version of our App, this license is only valid for Apple-branded products. Notwithstanding the foregoing, you may allow access to the App through Family Sharing or volume purchasing.
    3. We may issue updates, new releases or upgrades for our App (together, the "Updates") from time to time. Updates are provided when available, at our sole discretion or as required by applicable laws, and may include bug fixes, security updates, new features and enhancements to existing features. If we provide you with an Update, it is your responsibility for updating your App. We may not support previous versions of our App, and we have no liability or responsibility for supporting and maintaining them, including for security patches. It’s important that you install the Updates to ensure that you are using a secured version of our App.
    4. You agree that we are solely responsible for providing any maintenance and support services with respect to the App, as specified in Section 9 of these Terms of Services, or as required under applicable laws. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
    5. We are solely responsible for any warranties set forth in these Terms of Services, whether express or implied by law, to the extent not effectively disclaimed. In case of a failure of the App to conform to any applicable warranty, you may notify Apple, and apple will refund the purchase price for the App to you, if applicable. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is our sole responsibility.
    6. You acknowledge that we, not Apple, are responsible for addressing any claims by you or third parties relating to the App, or your possession or use, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
    7. In the event of any third-party claim that the App or your possession and use of the App infringes third party’s intellectual property rights, we, not Apple will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
    8. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
    9. You agree to comply with third party terms when using the App, including those applicable to websites, sites and applications from third parties made available from time to time to you as part of our App or Services, including integration partners that may be available through API and your use of connection partner such as Apple, Facebook or Google to connect or create your account with us (the "Third Party Material"). You agree and understand that we are not responsible with Third Party Material, and that you use Third Party Material at your sole risks. We encourage you to review their terms and conditions, as well as their privacy practices, before using such Third Party Material.
  9. Support
    1. We provide support in our App or on our Website through chat, by phone or through text messages during our customer service hours, between 9AMET and 5PMET from Monday to Friday, except on Statutory Holidays. During these hours, if you send us a message, we will respond to you within fifteen (15) minutes. You may not receive our response if you do not activate notifications from our App on your mobile devices.
  10. Personal Information
    1. We collect, use and disclose your Personal Information in accordance with our Privacy Policy. You can contact us at any time to exercise your rights. We do not sell your Personal Information, or the Personal Information of your End Users.
  11. Confidential Information
    1. Confidential Information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.
    2. The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purposes of delivering or receiving the Services, or as reasonably required to administer its business, and shall protect such Confidential Information with reasonable care and diligence. The Receiving Party shall take all reasonable steps necessary to ensure that the Confidential Information of the Disclosing Party is not made available or disclosed by the Receiving Party except (a) on a need-to-know basis or as authorized or reasonably inferred from these Terms of Services (b) as required by applicable laws, including a valid court order, (b) with the prior written consent of the Disclosing Party; (c) if the disclosure is made to the Receiving Party’s legal counsel, an auditor or as reasonably required in the course of the administration of a legal entity. The Receiving Party shall ensure that such third parties are subject to an adequate confidentiality undertaking.
    3. Upon the termination of these Terms of Services for any reason, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the option of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party is authorized to keep copies as required to comply with applicable laws, for its corporate records or as part of business continuity, in which case, the Receiving Party shall ensure the confidentiality and integrity of such Confidential Information as long as it is under the Receiving Party’s custody and securely delete such Confidential Information as soon as reasonably possible.
  12. Modifications
    1. We reserve our rights to make chances to the Services. We may modify our Services, such as by adding new functionalities over time, at our sole reasonable discretion. Modifications to the Services will not result in material non-compliance with these Terms of Services.
    2. We may modify our pricing for the Services to reflect operational costs, legal requirements and costs of the Products. If we make such changes to pricing, you will be advised prior for making an order, and you will be able to review these prices within our Services. We may need to make changes to these Terms of Services to reflect this new pricing. New pricing will not affect past Services (including past Order forms), and you have no obligation of continuing to use our Services upon a modification in the pricing.
    3. We may need to make changes to these Terms of Services at our sole discretion. If we need to change unilaterally these Terms of Services during the Term, we will advise you in writing. If you use the Services after such notice, we will consider that you accept the changes to these Terms of Services.
  13. Warranties and Representations
    1. Products. RenoRun warrants and represents that the Products will be materially as described in the Services, and will be of reasonable quality for the intended uses in an industry-standard construction project. The foregoing warranty is valid for a period of thirty (30) days from the delivery of the Products by RenoRun, and does not apply if (i) Customer uses the Product in an abusive or unexpected manner; (ii) if the breach of warranty is caused by the Customer, a third party or by other materials; (iii) if the Customer is not diligent and does not handle the Products with care or (iv) if the Customer does not follow the manufacturers’ instructions relating to the Products. In case of a breach of these warranties, RenoRun shall either, at its sole reasonable discretion, (x) give you a full refund or reduce the purchase price for the concerned Products; (y) replace the concerned Products or pay you the cost of replacing the concerned Products; (z) repair the Products. The foregoing shall be Customer’s sole remedy for a breach of Section 13.1.,
    2. Services. RenoRun warrants and represents that the Services will be performed in a professional, diligent and workmanlike manner. In case of a breach of this warranty, RenoRun will, at its sole discretion, (a) reimburse you for the Delivery Services or (b) provide you with a credit for subsequent Delivery Services., and such remedies shall be Customer’s sole remedy for a breach of this warranty.
    3. Customer. You hereby represent and warrant that (i) you comply with all applicable laws when using the Services; (ii) you will not export, re-export, distribute or otherwise transfer the Services or any technical information related thereto, directly or indirectly, to any country for which the competent authorities require an export license, other governmental approval or letter of assurance, without first obtaining such license, approval or letter, including, without limitation, any countries on Canada’s Area Control List or subject to the Canadian Economic Sanctions; and (iii) you will not will export, re-export, distribute or otherwise transfer the Services or any technical information related thereto for an end-use that is directly or indirectly related to the research, development or production of chemical, biological, or nuclear weapons or any missile programs for such weapons, or that otherwise disrupt international peace or is contrary to any restriction on end uses set for in applicable laws; (iv) you are duly authorized to enter into these Terms of Services; (v) the financial information that you provide are accurate and you are authorized to provide such financial information.
  14. Disclaimer
    1. You are solely responsible for determining which Products are adequate for your construction project and for determining the appropriate amount and types of Products required. We have no liability whatsoever for your choices, or for the adequacy of the Products for your construction project.
    2. You agree that you must be present at the selected location and date selected for the Delivery Services to receive the Products. If you are not present, you understand that RenoRun may leave the Products unattended at the location, and shall have no liability for doing so, including for any subsequent loss or damages to the Products.
    3. We do not guarantee that the Services will be constant, error-free or uninterrupted. We are not responsible for delays or unavailable of the Services. Except as set forth in these Terms of Services and subject to applicable laws, we make no representations or warranties of any kind, whether express or implied, to you related to the Services, which are provided to you on an "as is", "as where", and "as available" basis, with all faults and without warranty of any kind and we hereby disclaim all warranties and conditions with respect to the Services, either express, implied or statutory, including, but not limited to, the implied warranties and or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and of non-infringement of third party rights. No oral or written information or advice given by RenoRun or its authorized representative shall create a warranty.
    4. The Services may contain links to third party websites or content. We are not responsible for such third parties, including for integration partners and services integrated by an application programming interface ("API"). Integration partners are third parties and not suppliers. We do not conduct due diligence on these third parties, and we do not assess their information security and privacy practices. You are responsible for such due diligence and for provisioning any required services or licenses with them
  15. Indemnification
    1. You agree to defend, indemnify and hold us harmless from and against any third party claims, demands, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees, arising out of or in any way connected with your or your End Users’ (i) breach of these Terms of Services or applicable laws, and (ii) gross negligence, willful misconduct or fraud. We reserve our exclusive right, at your expense, to conduct the defense of any such claims and assume control of any matter, subject to indemnification by you, in which event you shall cooperate with us in asserting any and all available defenses. If you defend us, you may not enter into a settlement unless approved by us and which indemnifies and holds us harmless. This approval shall not be unreasonably withheld.
  16. Limitation of Liability
    1. Subject to applicable laws, in no event will you or us have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has advised of the possibility of such damages.
    2. Subject to applicable laws, our maximum aggregate liability to you or any End Users for any breach of these Terms of Services or otherwise is of one thousand dollars (1000$) in the aggregate.
  17. Term; Termination
    1. Term. These Terms of Services are effective at the Effective Date and remain in full force for as long as you are using our Services (including as long as the App is installed on your mobile or End Users’ mobile) (the "Term").
    2. Termination with cause. Each party may terminate these Terms of Services for cause in the event that the other party is in material breach of these Terms of Services and has not cured this breach within thirty (30) days of a notice of material breach. These Terms of Services terminate immediately upon notice if the other party is in bankruptcy or ceases its business activities.
    3. Termination without cause. You agree that we may terminate these Terms of Services, or parts thereof by terminating some of our Services, subject to a ninety (90) days prior written notice.
    4. Effects of Termination. Upon termination of these Terms of Services for any reason, you agree to cease using our Services and uninstall our App. The foregoing does not apply to a partial termination of some Services. All provisions which by their nature should survive the Term will survive the Term, including, without limitation, any intellectual property terms, confidential information terms, disclaimers and limitations of liability.
  18. Prices; Payment Terms
    1. Payment. You agree to pay us the fees as described in the Order Form as consideration for our provision of the Services, including any taxes which we are required to collect by applicable laws or the administration thereof. When you purchase the Services on our App or Website, RenoRun will take a pre-authorization from your credit card. Once the Delivery Services are completed for an Order Form, the full amount will be debited. You hereby authorize us to debit the fees indicated on the Order Form or otherwise added by RenoRun at your request to your Order Form, such as walk-in fees. You may only pay us through our App or Website. We do not accept any payments outside our App or Website.
    2. Payment Providers. You agree that we use a third-party payment processor to process your payment as part of our Services. Our payment providers process your financial information in accordance with their privacy policies, and conduct fraud prevention and anti-money laundering monitoring for legal compliance purposes. You agree that in no event will we be responsible for the actions or inactions of third party payment processors, including, but not limited to, system downtime or payment service outages, unless such actions are in breach of these Terms of Services.
    3. Custom Orders. Section 18.1 does not apply to Custom Order, which must be paid in full before the Delivery Services. In the event that RenoRun may not fulfil part or all of a Custom Order, RenoRun will reimburse Customer for the corresponding fees.
    4. Changes and Cancellations. You can schedule the Delivery Services in advance, and you can change or cancel your reservation for the Delivery Services at anytime until it is indicated as "on delivery" in the App. Order Forms that are on delivery have been picked up from suppliers, paid for, loaded in the delivery van and on route for delivery, and may not be cancelled or changed.
    5. Reimbursements. Subject to the following restrictions, you may return Products within thirty (30) days of the delivery date, in which case, RenoRun will reimburse the fees corresponding to the Products, subject to a fifteen percent (15%) fee for picking up the Products. You hereby authorize us to deduct this fee from your reimbursement and operate compensation accordingly. Subject to the foregoing, you agree that our Services are non-refundable and we do not issue credits for the Services, unless required by law.
  19. Governing Laws and Jurisdiction
    1. These Terms of Services, including its interpretation and effect, is governed by the laws applicable in Toronto, Ontario, Canada, without regard to its conflict of law provisions. The parties hereby agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Toronto, Ontario, or if more convenient for the parties, Montreal, Quebec.
  20. Force Majeure
    1. RenoRun shall not be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake, epidemic, pandemic (including any additional consequences or situations arising from the outbreak of coronavirus COVID-19) or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence, unexpected traffic and roadblocks, unavailability of the Products and increase in prices due to retailers (a "Force Majeure"). In case of a Force Majeure, RenoRun shall advise Customer in writing and deploy commercially reasonable efforts to deliver the Services within forty-eight (48) hours. If RenoRun cannot deliver the Services within this delay, RenoRun shall agree to cancel the Order Form and reimburse any prepaid fees, if applicable, and this shall be RenoRun’s only liability for a Force Majeure.
  21. Export Control; Anti-Corruption
    1. Each party shall comply with all applicable anti-bribery and anti-corruption Laws, including, without limitation, the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act of 1977, as amended ("Anti-Corruption Laws"). Neither party or its Representatives is or has been the subject of any investigation or inquiry by any authorities with respect to potential or actual violations of anti-bribery Law. If a party has been subject to such investigation or inquiry, it represents and warrants that it has not been found in breach of applicable Law and that no charge has been retained against this party. Notwithstanding anything to the contrary, if either party takes any action that could constitute a violation of Anti-Corruption Laws, the other party may immediately terminate these Terms of Services.
    2. These Terms of Services are subject to export laws, statutes and regulations of Canada and to export laws, statutes and regulations of other countries, including, but not limited to, the U.S. Department of Commerce Export Administration Regulations and all administrative acts of the U.S. Government thereunder.
  22. General Provisions
    1. If a provision of these Terms of Services is held by a court of competent jurisdiction to be contrary to the law, inapplicable or excessive, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Services shall remain in full force and effect. No modification, amendment or waiver of any provisions of these Terms of Services shall be effective unless agreed to in writing.
    2. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
    3. We may assign, sublicense or transfer our rights or obligations hereunder, in which case, we will advise you in writing. You may not assign, transfer, delegate or sub-license any of your rights or obligations hereunder (whether by operation of law or otherwise) without our prior written consent, which shall not be unreasonable withheld. Any unauthorized assignment, transfer, delegation or sub-license shall be considered null and void.
    4. Customer agrees that RenoRun may use its logos and trademarks for promotional and marketing purposes, such as for customer references and proposals. Customer can revoke its consent for the use of such logos and trademarks at any time by e-mail at: info@renorun.ca
    5. These Terms of Services are the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, including any representations, documents or advertising.