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I. Account Registration & Security

Welcome to Coffi, Inc. (“Coffi,” “we,” “us,” or “our”). These Terms of Use (“Terms”) govern your access to and use of the Coffi mobile app, website, and related services (collectively, the “Services”).

By using Coffi, you agree to these Terms. If you don’t agree, please do not use the Services.

These Terms of Service are a legally binding agreement between you and Coffi, Inc. (“Coffi,” “we,” or “us”), a Delaware corporation. These Terms govern your access to and use of the Coffi mobile application, the coffi.com website, and any related services (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services. Your use of the Services is also subject to the Privacy Policy (available on our website), which you are deemed to accept by using the Services.

Eligibility

You must be at least 13 years old (or the minimum legal age in your country) to use the Services. If you are under the age of majority in your jurisdiction, you affirm that a parent or legal guardian has reviewed and agreed to these Terms on your behalf. You also represent that you are not otherwise barred from using the Services under any applicable law (for example, due to sanctions or previous account bans).

II. Account Registration and Security

Certain features of Coffi require you to create a user account. When you register, you agree to provide truthful, current, and complete information and to keep it updated. You must not impersonate anyone or provide false details. If any information you provide is inaccurate or incomplete, we may suspend or terminate your account.

You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. If you suspect any unauthorized use of your account or any security breach, you must notify us immediately. Coffi is not liable for losses or damages caused by your failure to safeguard your account information.

You may be able to log in or sign up using third-party authentication services (e.g. Apple, Google, or Facebook). If you choose to do so, you must comply with that third party’s terms and conditions in addition to these Terms. We are not responsible for the practices of any third-party identity provider.

Each user may create only one account for personal use and should not share their account with others. We reserve the right to refuse registration or terminate your account if you violate these Terms or create multiple accounts. In consideration of your use of the Services, you agree that your account will only be used by you and in compliance with these Terms and applicable laws.

III. License to Use the Services

Subject to your compliance with these Terms, Coffi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use. This license allows you to use Coffi’s app and website as intended for discovering and reviewing coffee, but it does not give you any ownership of our Services or content. You agree not to:

• (a) copy, modify, or create derivative works based on the Services
• (b) distribute, sell, or resell any part of the Services
• (c) reverse engineer or attempt to extract the source code of any software in the Services
• (d) use the Services for any commercial purpose without our prior written consent

All rights not expressly granted to you in these Terms are reserved by Coffi and its licensors.

IV. Acceptable Use and Community Guidelines

We strive to maintain a welcoming and safe community. By using Coffi, you agree not to misuse the Services or violate the rights of others. In particular, you agree to the following guidelines:

Legal and Rights Compliance

Do not use the Services for any unlawful purpose or post any content that violates any law or infringes anyone’s rights (including intellectual property and privacy rights). You must have the necessary rights to all content you upload, and you agree not to transmit any content that is illegal or unauthorized.

No Hateful or Harmful Content

You will not post any content that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful, or that is racially, ethnically, or otherwise objectionable. This includes content that bullies, attacks, or intimidates any individual or group. Be respectful in your interactions with others.

No Spam or Commercial Solicitation

You may not use Coffi to send spam, chain letters, junk mail, or unsolicited promotions/advertisements. Do not post content that is primarily promotional or commercial in nature (such as advertising a business or product) without our prior permission.

Impersonation and Misrepresentation

Do not impersonate any person or entity, or misrepresent your affiliation with any person or entity. You should not falsely claim to be someone you are not, and you must not fraudulently imply that your content or opinions are endorsed by Coffi.

Privacy and Personal Data

Respect the privacy of others. Do not collect, store, or share personal information about other users without their consent. This includes refraining from posting anyone’s sensitive personal data or images without permission.

Malicious Code and Interference

Do not upload or transmit viruses, malware, or any other harmful code through the Services. You also agree not to interfere with or disrupt the normal operation of the Services, for example by launching a denial-of-service attack, attempting to hack the platform, or otherwise overloading or sabotaging our systems.

Automated Access

You may not use any robot, scraper, crawler, script, or other automated means to access, query, or data-mine the Services without our express permission. Additionally, do not attempt to bypass any security measures or access controls in place to protect the Services.

Community Moderation

Follow any additional community guidelines or codes of conduct that Coffi may provide from time to time. We reserve the right to remove content or restrict accounts that violate these guidelines or any of these Terms.

Enforcement

Violation of the above rules may result in removal of content, suspension or termination of your account, and if necessary, referral to law enforcement. Coffi reserves the right (but has no obligation) to monitor user behavior and content on the Services and to investigate and take appropriate action against any violation of these Terms or misuse of the Services.

V. Intellectual Property

Our Content

All content, information, and materials provided through the Services – including text, graphics, logos, images, videos, software, and interactive features – are owned by Coffi or our licensors and are protected by copyright, trademark, and other intellectual property laws. Coffi (the name, logo, and related marks) is our trademark and service mark; you may not use Coffi’s name or logos without our prior written consent. Except as expressly permitted by us, you must not copy, reproduce, distribute, publicly display, or create derivative works from any portion of the Services.

We grant you a limited right to use our content only for purposes of using the Services in accordance with these Terms. This limited license will automatically terminate if you violate any of these Terms.

Feedback

If you choose to provide us with any suggestions, ideas, or feedback about Coffi or our Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and implement those suggestions without any obligation to you. This means we can use any feedback you provide for any purpose (such as improving the product) without compensating you.

VI. User Content

6.1 Definition

User Content means any content that you submit, post, upload, or otherwise make available on or through the Services. This includes, for example, your coffee reviews, ratings, flavor assessments, comments, photos (such as images of coffee or packaging you upload), profile information, and any other materials or information that you contribute.

6.2 Ownership

You retain ownership of the User Content that you create and share on Coffi. Coffi does not claim ownership of your reviews, photos, or other content. However, by submitting User Content, you are giving Coffi certain rights as described below.

6.3 License to Coffi

When you post or upload User Content on our Services, you grant Coffi a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly display, and publicly perform your User Content in connection with operating, promoting, and improving the Services.

This license allows us, for example, to display your reviews to other users, to use your coffee ratings and photos in promotional materials, to aggregate your flavor assessments into overall scores, or to adapt your content for different formats or media as needed to provide the Service. This license continues even if you remove your User Content or terminate your account, for as long as the content is stored in our systems; however, if you delete content, we will cease any further active display of it (except that we may retain backup copies for a reasonable time).

6.4 User Content Warranties

You are solely responsible for all User Content you submit. You represent and warrant that:

• (a) you either own the content you post or have obtained all necessary rights and permissions (including permission from anyone depicted in a photo or mentioned in a review) to legally share it
• (b) your User Content, and our use of it as permitted by these Terms, does not and will not infringe or violate any third-party rights (for example, copyrights, trademarks, privacy or publicity rights) or any law

You agree not to submit any User Content that is illegal, that violates these Terms (including the Community Guidelines in Section 4 above), or that could expose Coffi to legal liability.

6.5 Monitoring and Removal

Coffi does not pre-approve User Content, and we are not responsible for what users post on the platform. However, we reserve the right (but do not assume the obligation) to monitor, screen, edit, or remove any User Content at our discretion if we believe it violates these Terms or for any other reason. Coffi also reserves the right to disable or terminate the accounts of users who repeatedly violate our content rules or infringe others’ rights. We are not liable for any failure or delay in removing content that we find objectionable.

6.6 No Endorsement

Any User Content, including opinions, advice, or statements, belongs to the person who posted it, not Coffi. Coffi does not endorse, guarantee, or assume responsibility for any User Content. This means, for example, that Coffi does not endorse the opinions a user expresses in a coffee review or guarantee the accuracy of a user’s flavor profile assessment. You acknowledge that by using the Services, you may be exposed to content that you find offensive or inaccurate, and you agree that you will not hold Coffi liable for any damages arising out of or in connection with any User Content.

6.7 Reporting Infringement or Abuse

If you believe that someone’s User Content infringes your intellectual property or violates the law or these Terms, you can report it to us at info@coffi.com. We will review such reports and take appropriate action, in our discretion, in accordance with applicable laws (such as the Digital Millennium Copyright Act for copyright complaints).

VII. Paid Services and Subscriptions

Some features of Coffi may be offered as premium paid services (for example, a future Coffi Pro subscription with additional features). This section explains the terms that apply if you choose to make a purchase or subscribe to premium features.

7.1 Fees

When you subscribe to a paid Service, you agree to pay the applicable subscription fees and any taxes stated at the time of purchase. Subscription fees (e.g., monthly or annual fees) are charged in advance for each billing period. All fees are in U.S. dollars (unless otherwise specified) and are non-refundable except as expressly provided in these Terms or required by law. We reserve the right to change the subscription price or institute new fees at any time, but we will give you reasonable advance notice of any price increase or new fees, and such changes will apply only from the start of your next billing period. If you do not agree to a fee change, you may cancel the subscription before the new rate takes effect.

7.2 Payment and Billing

To purchase a subscription or any paid Service, you must provide a valid payment method (such as a credit card or accepted app store payment) and authorize us (or our third-party payment processor, such as Apple or Google) to charge your payment method for the subscription fee and any applicable taxes on a recurring basis.

Auto-Renewal

By default, subscriptions will automatically renew at the end of each billing cycle (monthly or annually, depending on your plan) and your provided payment method will be charged for the next period’s fee, unless you cancel the subscription before the end of the current period. The renewal charge will be at the same rate as the prior period (unless we have informed you of a change to the fee, per section 7.1). You acknowledge that subscription services are on a continuous service basis, and that accepting these Terms means you are requesting that we begin supplying the paid services immediately and on a continuing basis.

If you signed up for a subscription through the Apple App Store, Google Play Store, or another third-party platform, the payment and billing for your subscription are also subject to that platform’s terms and conditions. In such cases, you will be billed via the platform (Apple, Google, etc.), and Coffi may not have access to your payment information. You may need to manage or cancel your subscription through your account with the platform provider (see Cancellation below).

7.3 Cancellation

You may cancel your subscription at any time. If you subscribed via our website (or in-app where applicable), you can cancel by logging into your account settings and following the cancellation instructions. If you subscribed through a third-party app store (like Apple App Store or Google Play), you must cancel through that platform’s subscription management settings.

Effect of Cancellation

Cancellation will take effect at the end of your current billing cycle, which means you will continue to have access to the premium features until the current paid period ends. After cancellation, your account will revert to the free version of Coffi with limited features. We do not provide prorated refunds for the remaining portion of a billing cycle after cancellation, except where required by law or explicitly stated otherwise in these Terms. It is your responsibility to cancel a subscription before it renews to avoid being charged for the next period. For subscriptions made through an app store, please note that those platforms generally require cancellation at least 24 hours before the renewal date to avoid renewal charges.

7.4 Refunds and Trials

Except as described in this section, all payments are final and non-refundable. However, if we terminate the Services or your subscription without cause, we will refund any prepaid, unused fees for the terminated portion of your subscription. We may offer free trials or introductory offers for subscriptions. If your subscription begins with a free trial, you will not be charged until the trial period ends. Unless you cancel before the end of the trial, your chosen payment method will be charged the applicable subscription fee at the end of the trial period and your subscription will continue on a recurring basis. Details of the trial length and pricing will be provided at sign-up. Each user is generally limited to one free trial unless otherwise stated.

7.5 Legal Right of Withdrawal (EU/EEA and Certain Regions)

If you reside in a country that grants a statutory right of withdrawal or “cooling-off” period for digital subscriptions (such as countries in the European Union or European Economic Area), you have the right to cancel your new subscription within fourteen (14) days from the date of purchase for a full refund, provided that you have not accessed or used the subscription features during that period.

If you have begun using the paid Service (e.g., by logging in and utilizing premium features) within those 14 days, you waive the right to a full refund to the extent permitted by law. To exercise this right of withdrawal, you must inform us (or the platform through which you purchased the subscription) of your decision to cancel within the 14-day window. We will process the refund as soon as possible (platform purchases will be refunded pursuant to the platform’s policies). This withdrawal right is in addition to any other refund rights we may offer and does not affect your other statutory rights.

7.6 Failed Payments

If we are unable to charge your provided payment method (e.g., the card has expired or there are insufficient funds), we will notify you, and we may suspend or cancel your subscription if the issue is not resolved. It is your responsibility to keep your billing information accurate and up to date. You agree to promptly update your payment details if there are any changes. Coffi reserves the right to retry charging your payment method for any failed charges, and to terminate your access to paid features if payment remains unsuccessful.

VII-A. Coffi Marketplace — Purchases of Coffee (Physical Goods)

This section applies when you purchase coffee or other physical products through the Coffi Marketplace (on our website or in the app). It applies in addition to the rest of these Terms; where this section conflicts with another provision in relation to Marketplace purchases, this section prevails.

7A.1 Who You Are Buying From

Products on the Coffi Marketplace are sold to you by Coffi, Inc. When you place an order, your purchase contract is with Coffi, Inc. The independent roasteries featured on the Marketplace (“Roasters”) produce the coffee and ship your order directly to you on our behalf, but Coffi is your seller and your contractual counterpart. Statutory consumer rights you have in connection with a purchase are exercisable against Coffi.

7A.2 Ordering and Contract Formation

Product listings on the Marketplace are an invitation to place an order, not a binding offer. When you submit an order at checkout, you make an offer to purchase. The purchase contract is concluded when we send you an order confirmation. We may decline or cancel an order prior to shipment — for example where a product is unavailable, where there is an obvious pricing or listing error, or where we suspect fraud — in which case any amount you paid for the affected items will be refunded in full.

7A.3 Prices, Taxes, Customs Duties

The price payable is the price displayed at checkout, plus the shipping cost displayed at checkout. Applicable taxes are shown at checkout. For orders shipped across a customs border, you may additionally be charged customs duties, import taxes, brokerage or handling fees by the carrier or your local customs authority on or before delivery. These charges are not collected by Coffi and are your responsibility as the recipient.

7A.4 Shipping and Delivery

Because each Roaster ships from its own roastery, an order containing products from multiple Roasters will arrive in multiple shipments, each with its own tracking. Delivery times shown are estimates and not guaranteed dates. You are responsible for providing an accurate delivery address. For consumers, the risk of loss of or damage to the products passes to you when you (or a person designated by you other than the carrier) take physical possession of the products.

7A.5 Right of Withdrawal (EU, EEA and UK Consumers)

If you are a consumer in the European Union, the European Economic Area or the United Kingdom, you have the right to withdraw from a Marketplace purchase within fourteen (14) days without giving any reason.

The withdrawal period expires 14 days after the day on which you (or a third party designated by you, other than the carrier) take physical possession of the goods — or, where an order is delivered in multiple shipments, of the last shipment.

To exercise the right of withdrawal, inform us of your decision by an unequivocal statement before the withdrawal period expires — for example by e-mail to info@coffi.com. You may use the model withdrawal form below, but you are not obliged to.

If you withdraw, we will reimburse all payments received from you for the withdrawn goods, including standard delivery costs (with the exception of any supplementary costs arising from your choice of a delivery type other than the least expensive standard delivery we offer), without undue delay and no later than 14 days from the day we are informed of your withdrawal. We will use the same means of payment you used for the original transaction unless you expressly agree otherwise. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent them back, whichever comes first.

You must send back the goods without undue delay and no later than 14 days from the day you informed us of your withdrawal. You bear the direct cost of returning the goods. You are only liable for any diminished value of the goods resulting from handling other than what is necessary to establish their nature, characteristics and functioning.

Exception: the right of withdrawal does not apply to sealed goods which are not suitable for return due to health protection or hygiene reasons once their seal has been broken after delivery. Coffee whose sealed packaging you have opened after delivery therefore cannot be returned under the right of withdrawal. This does not affect your statutory rights in respect of defective goods (Section 7A.7).

Model Withdrawal Form

(Complete and return this form only if you wish to withdraw from the contract.)

— To Coffi, Inc., 10 Wendeller Street, South Boston, MA 02127, United States, e-mail: info@coffi.com:
— I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*),
— Ordered on (*)/received on (*),
— Name of consumer(s),
— Address of consumer(s),
— Signature of consumer(s) (only if this form is notified on paper),
— Date
(*) Delete as appropriate.

7A.6 Returns and Refunds (Other Regions)

Outside the jurisdictions covered by Section 7A.5, Marketplace purchases are not returnable for change of mind. If your order arrives damaged, defective, incorrect or incomplete, contact us at info@coffi.com within a reasonable time after delivery and we will make it right with a replacement or a refund of the affected items.

7A.7 Statutory Warranty

If you are a consumer in the EU, EEA or UK, the statutory rules on conformity of goods (statutory warranty / legal guarantee) apply to your purchase, and nothing in these Terms limits or excludes those rights, or any other consumer rights that cannot be limited or excluded under the law of your country of residence. Where the law of your country of residence grants you mandatory protections that conflict with these Terms, those protections prevail (see also Section XV).

7A.8 Food Products

Coffee is a food product. Please observe any storage guidance and best-before information on the packaging. Product information shown on the Marketplace (including allergen and ingredient information) is provided by the responsible Roaster as the producer of the food; if you have questions about a specific product, contact us and we will connect you with the Roaster’s information.

VIII. Location-Based Services

Coffi may offer features that make use of your device’s location data to provide personalized content, such as location-based coffee suggestions, nearby cafes or roasters, or region-specific recommendations. If you enable location services for Coffi, you consent to our collection and use of your geolocation information to provide these features. Our use of location data will be in accordance with our Privacy Policy.

Please be aware that location data might not always be accurate or available. Factors like device sensors, network connections, or third-party data sources can affect the precision of the location information. Coffi does not guarantee the accuracy or completeness of location-based suggestions or content. All location-based recommendations (such as suggesting a coffee shop or a particular coffee variety near you) are provided for informational purposes; you should exercise independent judgment when deciding to visit a location or try a product. We are not liable for any injuries, losses, or damages that may result from your reliance on location-based features of the Services. If you do not want to share your location, you can disable location access for the Coffi app in your device settings; however, doing so may limit the functionality of certain features.

IX. Third-Party Links and Services

The Services may include links to third-party websites or services, or integrate third-party content (such as maps, coffee bean information from providers, or social media sharing features). For example, Coffi might provide links to roasters’ websites, coffee shop locations via mapping services, or allow you to share content to platforms like Instagram. These third-party sites and services are not under our control, and Coffi is not responsible for the content, products, services, or practices of any third party. If you follow a link to a third-party website or engage with a third-party service, you do so at your own risk. Such links or integrations do not imply endorsement by Coffi.

When you use a third-party service, the terms and privacy policy of that third party will apply to you. For instance, if Coffi integrates with a mapping service or a social network, your use of those features may be subject to the third party’s terms. Coffi disclaims all liability for any loss or damage arising from your use of or reliance on any third-party content, websites, or services.

X. Disclaimer of Warranties

Use at Your Own Risk

Coffi provides the Services on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Coffi disclaims all warranties and representations of any kind, whether express, implied, or statutory, regarding the Services. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade. We make no promises that the Services will meet your specific requirements or expectations.

In particular, Coffi makes no warranty that:

• (a) the Services will be uninterrupted, timely, secure, or error-free
• (b) any defects or errors will be corrected
• (c) the information or content provided (including coffee descriptions, flavor profiles, ratings, or location suggestions) will be accurate, reliable, or complete
• (d) that your use of the Services will yield any particular result (for example, finding a coffee you love)

All content and information you obtain through Coffi is accessed at your own discretion and risk.

Coffi does not warrant that the app or servers are free of viruses or other harmful components. You are responsible for implementing precautions to protect your device and data from malware, such as using up-to-date antivirus software.

No Professional Advice

Any information provided via the Services (such as coffee brewing tips, flavor notes, or user reviews) is for general informational and entertainment purposes. It does not constitute professional advice (e.g., we are not giving you health, dietary, or any other professional advice regarding coffee consumption). You should consult appropriate professionals for any specific questions or concerns. Coffi is not responsible for actions you take based on information you obtain through the Services.

Jurisdictional Notes

Some jurisdictions do not allow the disclaimer of certain warranties (for example, the implied warranty of merchantability), so some of the above disclaimers may not apply to you to the extent such disclaimers are prohibited. In such cases, Coffi’s warranties will be limited to the minimum extent permitted by applicable law.

XI. Limitation of Liability

To the maximum extent permitted by law, in no event will Coffi, its parent company, affiliates, suppliers, or licensors, or its and their officers, employees, agents, or partners, be liable for any indirect, incidental, special, consequential, or punitive damages whatsoever. This includes, without limitation, damages for lost profits, lost data, loss of goodwill, business interruption, or other intangible losses arising out of or in connection with:

• (a) your access to or use of (or inability to access or use) the Services
• (b) any conduct or content of any user or third party on the Services (including defamatory, offensive, or illegal conduct of other users or third parties)
• (c) any content obtained from the Services (including reliance on coffee ratings or recommendations)
• (d) unauthorized access, use, or alteration of your transmissions or content

This limitation applies whether the claims are based on warranty, contract, tort (including negligence), or any other legal theory, even if Coffi has been advised of the possibility of such damages.

In addition, in no event shall Coffi’s total cumulative liability for all claims arising out of or related to these Terms or the Services exceed the greater of:

• (i) the total amount (if any) you paid to Coffi for the specific Service or feature in the past twelve months; or
• (ii) one hundred U.S. dollars (USD $100)

The existence of multiple claims will not enlarge this limit. This limitation of liability is cumulative and not per-incident.

Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not fully apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Nothing in these Terms is intended to exclude or limit liability that cannot be excluded under law (for example, certain statutory liabilities for personal injury or fraud). However, in jurisdictions where limitation of liability is allowed, you agree that our liability will be limited to the fullest extent permitted by law.

XII. Indemnification

You agree to indemnify, defend, and hold harmless Coffi and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with:

• (a) your access to or use of the Services
• (b) your violation of these Terms
• (c) your violation of any third-party right, including without limitation any intellectual property, privacy, publicity, or proprietary right
• (d) any of your User Content, including any claim that your content caused damage to a third party

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any indemnifiable matter without our prior written consent. This indemnification obligation will survive termination of your account or these Terms.

XIII. Termination

13.1 Term

These Terms remain in effect from the time you accept them (by using the Services) until terminated by either you or us as described below. All provisions of these Terms that by their nature should survive termination (such as ownership of content, disclaimers, and limitations of liability) will survive.

13.2 Your Right to Terminate

You may stop using the Services at any time. You may also delete your Coffi account at any time if you no longer wish to use our Services. Terminating your account will cease your access to any features that require an account. Keep in mind that removal of the mobile app from your device alone will not automatically delete your account; you should follow the instructions within the app or website to delete your account if desired.

13.3 Our Right to Terminate or Suspend

We may suspend or terminate your access to the Services (or terminate these Terms as they apply to you) at any time, with or without cause, and with or without prior notice. For example, we may suspend or terminate your account if we believe in our sole discretion that you have violated these Terms, if we discontinue the Services, or for any other reason. We also reserve the right to remove or disable any account or content at any time and for any reason, including if we determine, in our judgment, that you have created risk or possible legal exposure for Coffi or any other user.

13.4 Effect of Termination

Upon any termination of these Terms or your account, you no longer have a right to access or use the Services. The license and any other rights granted to you under these Terms will immediately cease. Any User Content you have submitted may no longer be accessible by you (although, as noted, it may persist in backup copies and may remain visible to others if it was shared publicly). Coffi will have no liability to you for any suspension or termination of your access to the Services, or for the deletion of your account or content. However, any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, licenses granted by you (to the extent needed for us to retain server copies or as otherwise permitted), indemnities, disclaimers of warranties, limitations of liability, and dispute resolution provisions.

XIV. Changes to the Terms

Coffi may revise or update these Terms from time to time. If we make material changes, we will endeavor to provide you with advance notice, such as by emailing the address associated with your account or by displaying a prominent notice within the Services. For significant changes, we aim to give at least 30 days’ notice before the updated Terms take effect. The notice will designate when the new terms are expected to become effective and what the key changes are (when feasible).

Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the new Terms. If you do not agree with any changes, you should stop using the Services and, if applicable, delete your account before the new Terms take effect. Please review these Terms periodically to ensure you understand the terms and conditions that apply to your use of Coffi.

Non-material modifications (those that do not substantially affect your rights or obligations) may be made without specific notice to you, so it’s a good idea to check this page when you use the Services.

XV. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any dispute arising out of or related to them or the Services will be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. However, if you are a consumer resident in a jurisdiction that requires application of that jurisdiction’s consumer protection or privacy laws (such as certain provinces, states, or countries), those laws may apply to you regardless of the choice of Delaware law.

15.2 Arbitration Agreement

Except where prohibited by law or as set forth below, you and Coffi agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services shall be resolved through final and binding arbitration, not in a court of law. The arbitration will be administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Arbitration Rules and Procedures. The arbitration will take place in Delaware (or in the city nearest to your residence at our discretion), and will be conducted in the English language before a single neutral arbitrator. The arbitrator shall have the authority to award any relief that a court could, including injunctive or declaratory relief and attorneys’ fees, to the extent required by law.

15.3 Exceptions and Opt-Out

Exceptions

This agreement to arbitrate does not apply to:

• (a) individuals residing in the European Union, the European Economic Area or the United Kingdom, or in any jurisdiction where pre-dispute arbitration agreements with consumers are prohibited by law; such users retain the right to pursue claims in their local courts if applicable law so provides
• (b) claims that may not be subject to arbitration as a matter of law (such as certain intellectual property disputes seeking injunctive relief, or statutory claims that law specifies can be brought in court)

Opt-Out

If you are a new user, you may opt out of the arbitration agreement by sending written notice of your decision to opt out to our contact address (see Contact Us section) within 30 days of first accepting these Terms. Your opt-out notice must include your name, address, email, and a clear statement that you opt out of the arbitration agreement. If you opt out, or for any disputes that are not subject to arbitration, you agree that the exclusive jurisdiction and venue for any legal action will be the state or federal courts located in Delaware, USA, and you consent to personal jurisdiction of those courts.

15.4 No Class Actions

You and Coffi agree that all disputes will be resolved on an individual basis. Neither you nor Coffi will initiate or participate in a class action, class arbitration, or other representative proceeding against the other. The arbitrator may not consolidate the claims of multiple parties and may not otherwise preside over any form of a representative or class proceeding. You further agree that, by entering into this Terms of Service, you and Coffi each waive the right to a trial by jury or to participate in a class action lawsuit or class-wide arbitration.

15.5 Arbitration Procedures

If a dispute arises and the parties seek arbitration, one party must send the other a written Notice of Dispute. We will send any Notice of Dispute to you at the email or mailing address we have on file; you must send any Notice of Dispute to us at our contact address in the Contact Us section below. The Notice should describe the nature and basis of the claim or dispute and set forth the specific relief sought. We strongly encourage you to contact us informally before resorting to arbitration, as we may be able to resolve the issue amicably.

If we cannot resolve the dispute within 30 days of receipt of the Notice of Dispute, either party may initiate arbitration proceedings. The JAMS rules and instructions for how to initiate arbitration are available on the JAMS website. If JAMS is not available or refuses to arbitrate the dispute, the parties will mutually agree on an alternative arbitration provider or forum.

15.6 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees will be governed by JAMS rules. Coffi will reimburse those fees for claims totaling less than $5,000 unless the arbitrator determines the claims are frivolous. Likewise, Coffi will not seek attorneys’ fees or costs in arbitration unless the arbitrator determines your claims are frivolous. Any request for attorneys’ fees by you (if you prevail) shall be decided by applicable law.

15.7 Confidentiality

The arbitration proceedings and outcome shall be kept confidential, except as may be necessary to prepare for or conduct the arbitration, or as may be required by law or for enforcement of the arbitration decision.

XVI. Miscellaneous

Entire Agreement

These Terms (along with the Privacy Policy and any other terms incorporated by reference) constitute the entire agreement between you and Coffi regarding the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between us regarding the Services. Any additional documents or terms that are referenced in these Terms are hereby incorporated by this reference.

Waiver

No waiver by Coffi of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of that term or any other term. If we do not immediately take action on a violation of these Terms, it does not mean we are giving up any rights (for example, we may take action later). Any waiver must be in writing and signed by an authorized representative of Coffi to be effective.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be deemed severed from these Terms and the remaining provisions will continue in full force and effect. We will endeavor to replace any invalid term with a new provision that reflects the original intent of the invalid provision, to the extent possible.

Assignment

You may not assign or transfer these Terms or any of your rights or obligations under these Terms to any other person or entity without Coffi’s prior written consent. Any attempt by you to assign these Terms without consent will be null and void. Coffi may freely assign or transfer these Terms (in whole or in part), including in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law, without your consent and without notice to you.

No Third-Party Beneficiaries

These Terms are for the benefit of you and Coffi (including our successors and permitted assigns). They are not intended to confer any rights or remedies on any third party, except as may be expressly stated herein.

Relationship of the Parties

You and Coffi are independent contracting parties. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and us.

Export Controls

You agree to comply with all export and re-export control laws and regulations applicable to your use of the Services. For example, you shall not download or use the app if you are in a country embargoed by the United States, and you are not permitted to export the app to persons or places prohibited by law.

Headings

The section titles and headings in these Terms are for convenience only and have no legal or contractual effect.

XVII. Contact Us

Coffi welcomes feedback, questions, and concerns about the Services or these Terms. If you need to contact us for any reason (including to provide notices regarding disputes or to exercise your rights), please reach out to:

Coffi, Inc.
10 Wendeller Street
South Boston, MA 02127
United States
info@coffi.com

We will do our best to respond to your inquiry in a timely manner. For customer support inquiries, you may also contact us via the support channels listed on our website or within the app.

For Coffee Roasters

If you operate a roastery and use the Coffi Roaster Panel or sell through the Coffi Marketplace, your commercial relationship with Coffi is governed by the separate Coffi Roaster Agreement, which you accept in the Roaster Panel. The Coffi Roaster Agreement supersedes the former Appendix A of these Terms. These Terms of Use continue to apply to your use of the Services to the extent described in the Coffi Roaster Agreement.