Conditions and Terms

1.1 All references to "we," "us," "our," and variations thereof in these Terms and Conditions shall mean GDE Grocery Delivery E-Services Canada Inc. , a business registered in British Columbia with headquarters at 110 Spadina Avenue, Unit 201, Toronto, Ontario, Canada M5V 2K4

Our company, GDE Grocery Delivery E-Services Canada Inc., provides our services to you under the terms and conditions set forth on this page (and in the documents referred to herein). (hereafter "HelloFresh"), a company based in British Columbia, will provide you with the items (Products) detailed on our website (www.HelloFresh.com). hellofresh ca (our Site) or through one of our subscription services available on the web, mobile devices, and other platforms and devices (Services). The following terms and conditions apply to all users of our Site, products, and services who access our resources online or through any web application, mobile application, or other platform or device. Before placing an order for any Products or subscribing to any of our Services, please read these Terms and Conditions carefully. It is important that you understand that placing an order for any of our Products or subscribing to any of our Services constitutes your agreement to be bound by these terms and conditions. For more information on how we handle your personal data, please visit www. hellofresh Please visit /privacy/privacy-ca.html before placing an order on this Site Make sure to keep a copy of these terms and conditions for future use. If you agree with the policies outlined here, please select the corresponding box in the shopping cart. You must agree to these terms and conditions in order to place an order with us for any of our products or services.

2.1 Our Site, web applications, and mobile applications are restricted to residents of certain regions of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Québec, and Newfoundland (Serviced Territory). Orders from customers outside the Serviced Territory are not accepted.

By using our Site, web applications, or mobile applications, you hereby represent and warrant that:3 You are of legal age in your country to make legally binding agreements; and You are over the age of eighteen;2 3. You are a resident of the Serviced Area.

You are using the Serviced Territory to access our Site, web applications, or mobile applications.

You will receive an e-mail from us confirming that we have received your order (Acknowledgement) shortly after placing an order through our standard order form on our Site, web applications, or mobile applications, as applicable. Please be aware that this does not indicate that your order has been approved. Your subscription to a Service represents an offer to us to purchase Products on the terms and conditions set forth in this agreement. We reserve the right to accept or decline any order placed with us, and we will notify you via email once your order has been accepted (Confirmation). At our discretion, we reserve the right to refuse service. After we have sent you the Confirmation, only then will our agreement (Contract) become legally binding. Keep in mind that the two emails, Acknowledgement and Confirmation, may be combined into one. 4 Only those Products whose shipment we have confirmed in the Confirmation will be covered by the Contract. Until we receive a separate Confirmation of dispatch for the remaining Products in your order, we will not be obligated to ship those remaining Products to you. 4 Third, our service subscription includes an upfront fee plus periodic renewal fees that are set by mutual agreement between us and you. By agreeing to this Terms of Service, you acknowledge that your Subscription has an Initial and Recurring Payment Feature and agree to pay the Recurring Charges until your Subscription is canceled. PERIODIC CHARGES (E) HELLOFRESH MAY SUBMIT G , WEEKLY) AUTOMATICALLY, WITHOUT FURTHER CONSENT FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. Charges submitted before HELLOFRESH reasonably could act will not be affected by this notice. HELLOFRESH reserves the right to charge an alternate payment method associated with your account if your primary payment method is declined. Log in to your HELLOFRESH account on our website or give us a call at 1-855-272-7002 to cancel your authorization or change your payment method. 4 By subscribing to our services, you agree to pay periodic subscription fees in perpetuity until your account is terminated by either you or us, in accordance with the subscription terms described in the application form you have completed, SUBJECT TO VARIATION IN ACCORDANCE WITH SECTION 4. 5 BELOW At any time during the applicable Deactivation Notice Period (as defined in Section 6), YOU MAY DISCONTINUE YOUR SUBSCRIPTION. 1 The deactivation process is free of cost to you. YOU MAY RE-SUBSCRIBE AT ANY TIME AFTER DEACTIVATION; HOWEVER, WE RESERVE THE RIGHT TO REFUSE RE-SUBSCRIBES IN CASES WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A SUBSCRIPTION BY YOU. 4 AUTOMATIC RENEWAL 5 Your subscription will be automatically renewed at the then-current, non-promotional subscription rate for successive renewal periods of the same length following the initial subscription period. In order to cancel your subscription, please call 1-855-272-7002 or visit our contact page to chat with customer service and we will cancel it for you. If you choose to deactivate your account, you will have access to the service until the end of your then-current subscription term, but your account will not be renewed for another term. A prorated refund of the subscription fee paid for the then-current subscription period is not available. 4 No explanation will be required if we choose not to renew your subscription at any time in our sole discretion. 4 You will receive an e-mail from us confirming that we have received your order (Acknowledgement) shortly after placing an order through our standard order form on our Site, web applications, or mobile applications, as applicable. Your order has not yet been accepted, so please do not assume that. In placing an order, you are making a legally binding offer to purchase the Products from us in accordance with the terms and conditions set forth in this document. If your order is accepted, we will let you know via email (the "Confirmation") that the order has been shipped. In our sole discretion, we reserve the right to refuse service to anyone. When we both sign and send you the Confirmation, that's when our agreement (Contract) becomes legally binding. It's important to remember that the Acknowledgement and the Confirmation could both be sent in the same email. 4 Second, only products whose shipment we have confirmed in the Confirmation will be covered by the Contract. Until the dispatch of the remaining Products that were part of your order is confirmed in a separate Confirmation, we will not be obligated to supply the remaining Products. 4 All of our subscription plans include an upfront fee plus periodic renewal fees at the intervals you've selected. By agreeing to this Terms of Service, you acknowledge that your Subscription has an Initial and Recurring Payment Feature and agree to pay the Recurring Charges until your Subscription is canceled. HELLOFRESH COULD SUBMIT REGULAR CHARGES (E G , WEEKLY) AUTOMATICALLY, WITHOUT FURTHER CONSENT FROM YOU, UNLESS YOU NOTIFY US IN WRITING AT LEAST FIVE BUSINESS DAYS IN ADVANCE THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. Charges submitted before HELLOFRESH reasonably could act will not be affected by this notice. HELLOFRESH reserves the right to charge an alternate payment method associated with your account if your primary payment method is declined. Log in to your HELLOFRESH account on our website or give us a call at 1-855-272-7002 to cancel your authorization or change your payment method. 4 By subscribing to our services, you agree to pay periodic subscription fees in perpetuity until you or we terminate your subscription in accordance with the subscription terms set out in the application form you have completed, subject to variation in accordance with Section 4. 5 BELOW AT ANY TIME DURING THE APPLICABLE DEACTIVATION NOTICE PERIOD, AS DEFINED IN SECTION 6, YOU MAY DISCONTINUE YOUR SUBSCRIPTION. 1 There will be no fees associated with deactivation. In the event that we terminate your subscription because of your behavior, you will be able to re-subscribe at any time; however, we reserve the right to prevent re-subscription in cases where we have already terminated your subscription. 4 Renewing Itself Automatically, Number 5 Your subscription will be automatically renewed at the then-current, non-promotional subscription rate for successive renewal periods of the same length following the initial subscription period. Call our customer service line at 1-855-272-7002 or visit our contact page to chat with a representative online, and we'll cancel your subscription immediately. If you choose to deactivate your account, you will have access to the service until the end of your then-current subscription term, but your account will not be renewed for another term. However, if you cancel your subscription before the end of the current subscription period, you will not receive a refund for the unused portion of the subscription fee.

In our sole discretion, we may choose not to renew your subscription at any time and for any reason.

5.1 We may provide holders (Holder) with gift cards, promotional discount vouchers, and other vouchers (Voucher) that must be activated through an online application before Products can be delivered to the Holder via a Service. A Voucher is considered to have been sold at the time it is paid for. Upon the earlier of (a)payment for the Voucher, if applicable; and (b)when the Holder redeems the Voucher by applying for a Service to commence, all of these terms and conditions shall become applicable as between us and the Holder. 5 Without our express written consent, you may not copy, reproduce, distribute, publish, or store in a data retrieval system any Voucher or any portion thereof. 2 Each Voucher is valid for a single use only by the Holder. 5 Third, we can cancel or deactivate any Voucher (other than a fully loaded gift card) at any time for any reason. 5 No other website or means of communication may be used to redeem a voucher; only our Site, web applications, or mobile applications. You must enter the Voucher's unique code at checkout in order to redeem it, and doing so will constitute acceptance of these Terms and Conditions and any additional conditions attached to the Voucher. 5 Unless otherwise specified, a Voucher's discount will be deducted from the total cost of your order, including standard delivery. No additional premium or add-on charges made through your account will be eligible for a discount.

To redeem free box vouchers on the day of your delivery, you must have a current subscription. If you cancel your subscription prior to the aforementioned delivery date, we may cancel the shipment of the Product to you.

If you are a consumer and have scheduled a delivery for a weekday, you may cancel your Contract up to four (4) days before your delivery at 11:59 PM PST. (Please note that during long weekends or holidays, your delivery date may be delayed but the order cutoff time will remain the same.) In accordance with our refunds policy (detailed in clause 10 below), we will issue you a full refund for the price you originally paid for the Products. 6 It's possible to have a Contract terminated by contacting Customer Care [https://www. hellofresh ca/contact-us locale=en-CA] indicating your intent to terminate the Agreement, your full name, and your registered email address 6 Third, due to the fresh and perishable nature of the food in our Products, we cannot accept returns. Your ability to terminate your subscription will not be affected in any way.

6.4 A dish can be altered to your liking. For some dishes, you can choose from a variety of customization options. You can adjust the recipe to your preferences by changing out the ingredients. Look for the "Custom Recipe" label on the weekly menu, then select the "customize this meal" icon and make your ingredient swaps from the drop-down menu.

8.1 Products are sold at your designated delivery location "FOB Destination, Freight Prepaid and Added." 8 When the Products are delivered to the address you provided, title and risk are transferred to you. 8 Third, once the Products have been delivered to your designated delivery location, the risk of loss or damage passes to you.

8.4 To keep perishable Products in good condition after delivery, please refrigerate or freeze them right away.

Except in cases of obvious error, the prices for the Products and our delivery charges, if any, will be as quoted on our Site, web applications, or mobile applications from time to time. We reserve the right to refuse or cancel any orders that result from a pricing, typographical, or other error on our part. 9 Taxes that are included in the listed price of a product 9 3 We reserve the right to modify our prices and/or delivery fees at any time; however, any such modifications will not apply to any orders for which we have already sent you a Confirmation and will take effect no sooner than thirty days after we have given you notice of such modifications. 9 All Products and Services 4 must be paid for with a credit card or PayPal. Payment can be made with any of the following: PayPal, PayPal Credit, Visa, and Mastercard. At any time, we may alter the types of payments we are able to process. With the exception of the first delivery under one of our Services, which may occur immediately following your initial subscription to said Service, we will not charge your credit card or PayPal account for a weekly delivery until after the deactivation deadline for such weekly delivery. 9 5 By using our services, you represent and warrant that (i) any credit card or PayPal account information you provide us with is true, correct, and complete; (ii) you are fully authorized to use such credit card or PayPal account for the purchase; and (iii) charges incurred by you will be honored by your credit card company. (iv) You agree to pay all charges incurred by you at the published prices, including any taxes that may be imposed.

If a payment is not successfully processed and you do not make changes to your payment information or cancel your purchase of a Product, you will remain responsible for any uncollected amounts and give us permission to continue billing the payment method, as it may be updated. If your account has a balance that has not been paid in full, HelloFresh may turn over collection of that balance to an outside collection agency.

Refusing a Product from Us Will Result In The Following 10.1 1 For the first reason, you have terminated our Contract within the required notice period (see clause 6). You will receive your refund as soon as possible, and no later than 30 days from the date we received your notice of deactivation (per Paragraph 1 above). In that case, we'll give you a complete refund on the cost of the Product, plus shipping.

10.1 For any other reason (for example, if you notify us under clause 21 that you do not agree to a change in these terms and conditions or in any of our policies, or if you consider the Product to be defective) In a timely manner, we will contact you by phone or email to inform you of your refund. Within 30 days of the day we confirmed to you via phone or email that you were entitled to a refund, we will process the refund due to you. If a Product is defective in whole or in part, you will receive a store credit for the amount equal to the Defective Item's value, plus any applicable delivery fees and any reasonable costs you incur in refusing the Defective Item. 10 Refunds will be issued in the same form of payment as the original purchase.

When you buy something from our store on our website or through one of our mobile applications, we guarantee that it will arrive in good condition, as described, and that it will be suitable for all the usual purposes for which products of its kind are sold. Replacement or refund is the extent of our liability for defective Products. Should the Services we provide prove to be defective, you will either receive a refund or a replacement.

The remedies set forth above are your sole and exclusive remedies, and our entire obligation and liability for any breach of this Limited Warranty, and we disclaim any and all other warranties, express or implied. Notwithstanding anything to the contrary contained herein, in no event shall we be liable for any consequential, incidental, special, or punitive damages or losses, whether direct or indirect, in excess of the actual amount paid by you for the defective product or service that you have purchased from us.

Should we fail to meet any of our obligations under these Terms and Conditions, your sole and exclusive remedy is the refund of the purchase price of the Products. 12 Second, we don't limit or exclude our responsibility in any way that would be illegal if we did so under the terms of this agreement.

In accordance with Section 12.3, you agree to defend, indemnify, and hold us, our affiliates, and our licencors, and their respective affiliates, and each of their directors, officers, contractors, partners, representatives, and employees, harmless from and against any loss, liability, threatened or actual claim, demand, damages, costs, and expenses (including reasonable legal fees), arising out of or related to the use or misuse of the Content. resulting from, connected to, or arising in any way with your use of the Site, our web and mobile applications, the Products, or the Services in violation of these Terms and Conditions, any applicable law, or the rights of any third party You agree to cooperate as fully as reasonably required by us in our assumption, at our expense, of the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder.

Indicating an interest in HelloFresh by providing your email address means you may receive marketing emails from the company. When you give HelloFresh your phone number, you'll start receiving text messages about the company and its deals. Message and data rates from your carrier may apply. Variable message frequency You are free to withdraw your consent at any time. To get information, type HELP and to cancel, type STOP.

Some of the information or communications we provide to you must be made in writing to comply with applicable laws. You agree that most of your interaction with us from now on will be via electronic means, such as our Site, web applications, or mobile applications. In our sole discretion, we may choose to notify you via email or by posting notices on our website, web applications, or mobile applications. You agree that all contracts, notices, information, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, and you further agree that all such communications satisfy any such requirement. The terms of this agreement will not affect your legal rights.

Grocery Delivery E-Services Canada Inc. (GDE) is the correct address for all of your notices to us. Through Their Website, [https://www. hellofresh ca/contact-us locale=en-CA] In accordance with clause 13 above, we may provide notice to you via email or regular mail at the address you provide to us when placing an order. Promptly upon posting to our Site, 24 hours after sending an email, or three days after mailing a letter, such notice will be deemed received and properly served. Any notice given by letter must be mailed properly and postmarked with an appropriate postage stamp, and any notice given by email must include proof that the recipient actually received the message. that the recipient's email address was used to receive the message

15.1 This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 15 Without our prior written consent, you may not transfer, assign, charge, or otherwise dispose of a Contract or any of your rights or obligations arising under it. 15 Three, during the term of a Contract, we may transfer, assign, charge, subcontract, or otherwise dispose of the Contract or any of our rights or obligations arising under it.

15.4 Nothing in these Terms and Conditions is, or is intended to be, for the benefit of, or be construed to confer upon, any person other than you, the buyer,

All registered and unregistered trademarks, service marks, and other intellectual property rights in and to our Site, web applications, and mobile applications, and the content published thereon are owned by, or licensed to, us. All rights, including those granted by copyright laws, are reserved with respect to these works. 16 For your own reference, you are welcome to make one printout, and to download and keep one electronic copy of, any page(s) from our Site, web applications, and mobile applications. You need a license from us and our licensors before you can use any of our copyright materials for commercial purposes.

16.3 You must ensure that any reviews or comments you post online about the Products or Services (Commentary) accurately reflect your honest opinion. By purchasing the Services, you give us perpetual permission to use your Commentary in any way, including quoting or reposting it on our Site, web applications, mobile applications, advertisements, and social media outlets.

If we are prevented from or delayed in carrying out our obligations under a Contract by circumstances beyond our control (a "Force Majeure Event"), we will not be held responsible or liable for the failure to perform or the resulting damage or expense. 17 The following acts, events, non-happenings, omissions, or accidents are specifically (but not exclusively) included as Force Majeure Events under Paragraph 2 below. 2 1 Industrial action, such as strikes or lockouts; 17 2 2 Unrest in the community, a riot, an invasion, an act or threat of terrorism, or a declared or undeclared state of war;17 2 The occurrence of a 3 natural disaster, such as a fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster;17 2 4 The inability to travel by public or private transportation, including trains, ships, airplanes, automobiles, etc.;17 2 It is not possible to use any type of public or private telecommunications network; and that is problem number 5. 2 The laws, rules, and regulations of any government agency 17 Third, the duration of the Force Majeure Event will be treated as a suspension of our performance under the Contract, and we will be granted an extension of time for performance during that time. If a Force Majeure Event prevents us from fulfilling our contractual obligations, we will use commercially reasonable efforts to either cause the Force Majeure Event to end or to identify a workaround that will allow us to do so.

17:4 Availability and Distribution In the absence of a Force Majeure Event, your order will be fulfilled by the delivery date specified in the Confirmation, or if no delivery date is specified, then within 30 days of the date of the Confirmation. We will not be held responsible for the price of any compromised or failed deliveries caused by a Force Majeure Event, but we reserve the right to issue a refund for all or a portion of such compromised or failed deliveries if we so choose.

If at any time during the term of a Contract we do not insist that you perform any of your obligations under the Contract or any of these terms and conditions, we will not be liable to you for any failure to perform those obligations or any breach by you of those obligations. Our delay in exercising, or our failure to exercise, any right or remedy to which we are entitled under the Contract, shall not be construed as a waiver of any such right or remedy or as a waiver of any of your obligations under the Contract. 18 We cannot treat our waiver of one default as a precedent for waiving another. 18 Unless expressly stated to be a waiver and communicated to you in writing in accordance with clause 13 above, no waiver by us of any of these terms and conditions will be effective.

Any term, condition, or provision of these Terms and Conditions or any Contract that is found to be invalid, unlawful, or unenforceable to any extent shall be to that extent severed from and shall not affect the validity, lawfulness, or enforceability of any other term, condition, or provision. These terms and conditions shall remain in full force and effect to the maximum extent permitted by law and shall in no way be deemed to be modified, amended, or waived.

All prior discussions, correspondence, negotiations, prior arrangements, understandings, or agreements between us relating to the subject matter of any Contract are hereby superseded and replaced by these terms and conditions and any document expressly referred to in them. 20 In entering into a Contract, neither of us relies on any representation or warranty (whether made innocently or negligently) not expressly set forth in these terms and conditions or the documents referred to in them.

In regards to the representations and warranties made by each of us in this agreement, we both agree that our only liability will be for breach of contract, regardless of whether the representation or warranty was made innocently or negligently. 20 Section 4 of this agreement does not limit or exclude liability for fraud.

21.1 We reserve the right to update and modify these terms and conditions at any time in order to account for changes in the market which may have an effect on our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements, and changes in the capabilities of our system. 21 At the time that you place an order for Products, you are agreeing to be bound by the policies and terms and conditions in effect at that time. Unless required by law or governmental authority, no prior orders will be affected if we update our policies and terms and conditions. or if we notify you of the policy or terms and conditions change before sending the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions), Unless you tell us otherwise within seven business days of receiving the Products, we'll assume you're satisfied with them.

Our Product purchase agreements, as well as any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by the laws of Ontario and the federal laws of Canada applicable therein. The courts of Ontario shall have exclusive jurisdiction over any claim or dispute (including any non-contractual disputes or claims) arising out of or in connection with such Contracts or their formation. By using the Products or Services, you (i) consent to the exclusive personal jurisdiction of the courts located in Ontario and (ii) acknowledge that the Products and the Services are not active and therefore do not give rise to personal jurisdiction over HelloFresh, either specific or general, in any jurisdiction other than Ontario.