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Terms and condition



Effective: June 12, 2025

PLEASE READ THESE CONSUMER TERMS AND CONDITIONS CAREFULLY. THESE CONSUMER TERMS AND CONDITIONS (“AGREEMENT,” “TERMS AND CONDITIONS,” or “TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND KOULLS, AS DEFINED BELOW.

SECTION 14 OF THIS AGREEMENT (WHICH DOES NOT APPLY TO CANADA CONSUMERS RESIDING IN THE PROVINCE OF QUÉBEC) CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 14 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO ARBITRATION, WITH LIMITED EXCEPTIONS (FOR EXAMPLE, NEW ZEALAND CONSUMERS ARE GOVERNED BY SECTION 14(c)(iv) OF THIS AGREEMENT, AND UNITED STATES CONSUMERS DO NOT NEED TO ARBITRATE INDIVIDUAL CLAIMS OF SEXUAL HARASSMENT OR SEXUAL ASSAULT IN CONNECTION WITH THEIR USE OF THE SERVICES). UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING (EXCEPT FOR AUSTRALIA CONSUMERS); AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING OR PROPOSED CLASS ACTION LITIGATION.

IN ADDITION:
•    SECTION 4 OF THIS AGREEMENT REQUIRES YOU TO CONSENT TO OUR PRIVACY POLICY.
•    SECTION 8 OF THIS AGREEMENT CONTAINS PROVISIONS RELATING TO OUR USE OF CERTAIN USER CONTENT.
•    SECTION 13 OF THIS AGREEMENT CONTAINS PROVISIONS RELATING TO KOULLSPASS.
•    SECTION 20 OF THIS AGREEMENT CONTAINS PROVISIONS WHICH LIMIT OUR LIABILITY TO YOU.
•    YOU MAY ONLY USE THE SERVICES IF YOU ARE 18 YEARS OF AGE OR OLDER AND ARE OF LEGAL AGE IN THE JURISDICTION IN WHICH YOU RESIDE TO FORM A BINDING CONTRACT WITH KOULLS.
TABLE OF CONTENTS

1.    Application of this Agreement
2.    Acceptance of this Agreement
3.    Modifications
4.    Additional Terms and Policies
5.    Rules and Prohibitions
6.    Contractors and Merchants Are Independent
7.    User Account
8.    User Content
9.    Communications with KOULLS
10.    Electronic Records
11.    Intellectual Property Ownership
12.    Payment Terms
13.    KOULLSPass Subscriptions
14.    Arbitration Agreement
15.    Third-Party Interactions
16.    Transactions Involving Alcohol and Other Age-Restricted Products
17.    Indemnification
18.    Disclaimer of Warranties
19.    Internet Delays
20.    Breach and Limitation of Liability
21.    Exclusive Venue
22.    Termination
23.    Procedure for Making Claims of Copyright Infringement
24.    Consumer Marketing Text Messages (United States Consumers Only)
25.    General
26.    Contact Information
1. Application of this Agreement

This Agreement governs your access to and use of the Technology and Services (each as defined below) and is between you and KOULLS. “KOULLS,” “we,” “us,” and “our” mean KOULLS, LLC., a Delaware corporation, and its subsidiaries and affiliated companies, including, without limitation, the entities listed in the remainder of this paragraph. With respect to United States Orders (as defined below), these Terms and Conditions constitute a legal agreement between you and KOULLS, LLC. and/or its subsidiaries and affiliated companies, including KOULLS G&C, LLC (depending on the Merchant, as defined below). With respect to Australia Orders (as defined below), these Terms and Conditions constitute a legal agreement between you and KOULLS Technologies Australia Pty Ltd ACN 634 446 030 and/or its subsidiaries and affiliated companies. With respect to Canada Orders (as defined below), these Terms and Conditions constitute a legal agreement between you and KOULLS Technologies Canada, Inc. and/or its subsidiaries and affiliated companies. With respect to New Zealand Orders (as defined below), these Terms and Conditions constitute a legal agreement between you and KOULLS Technologies New Zealand NZCN 8252064, a New Zealand company, and/or its subsidiaries and affiliated companies. With respect to Puerto Rico Orders (as defined below), these Terms and Conditions constitute a legal agreement between you and KOULLS Technologies Puerto Rico, LLC and/or its subsidiaries and affiliated companies.

Certain provisions of this Agreement apply based on the country of your primary residence or the country in which you have selected a delivery or pickup address, and such provisions are designated as such using one or more of the following definitions:

•    “Australia Consumer” means your primary residence is in Australia.
•    “Australia Order” means you have selected a delivery or pickup address in Australia.
•    “Canada Consumer” means your primary residence is in Canada.
•    “Canada Order” means you have selected a delivery or pickup address in Canada.
•    “New Zealand Consumer” means your primary residence is in New Zealand.
•    “New Zealand Order” means you have selected a delivery or pickup address in New Zealand.
•    “Puerto Rico Order” means you have selected a delivery or pickup address in Puerto Rico, a United States territory.
•    “United States Consumer” means your primary residence is in the United States, including Puerto Rico, a United States territory.
•    “United States Order” means you have selected a delivery or pickup address in the United States, including Puerto Rico, a United States territory (except as otherwise noted).
2. Acceptance of this Agreement

KOULLS operates an online marketplace and connection platform to (a) broker the exchange of goods and services among you and other consumers, restaurants and other businesses (“Merchants”), and independent third-party contractors who provide delivery and/or other services (“Contractors”); and (b) provide you with access to information on the Services. KOULLS’s Technology permits consumers to place orders for food and/or other goods from Merchants, either for delivery or pickup, and/or request services from Merchants. If a delivery order is made, KOULLS uses the Technology to notify Contractors (or, for certain orders, Merchants) that a delivery opportunity is available and to facilitate completion of the delivery to the consumer. If a pickup order is made, KOULLS uses the Technology to communicate with the consumer regarding the availability of the order for pickup. KOULLS is not a merchant, retailer, restaurant, grocer, delivery service, or food preparation business (except as otherwise specified in Section 6 below).

If you access any of our websites located at www.koullseats.com and www.trycaviar.com, install or use the KOULLS or Caviar mobile application, install or use any other technology supplied by KOULLS (collectively, the “Technology”), access or use any information, function, feature, or service made available or enabled by KOULLS (collectively, the “Services,” which includes the Technology), click or tap a button or take similar action to signify your affirmative acceptance of this Agreement, or complete the KOULLS account registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) hereby represent and warrant that: (a) you have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at www.koullseats.com/terms/ or through the Technology; (b) you are of legal age in the jurisdiction in which you reside to form a binding contract with KOULLS; and (c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization for whom you have created an account or been named as the User during the KOULLS account registration process and to bind such organization to the Agreement.

The specific Services or information available to you may vary based on the delivery or pickup address that you have selected. A certain function, feature, or Service (y) available to one User may not be available to all Users or at all times, and (z) may only be available in the latest version of the KOULLS or Caviar mobile application. “User” means any individual or other person who accesses or uses the Services with or without an account (whether directly or through tools, services, or other means), including, without limitation, any organization that registers an account or otherwise accesses or uses the Services through its respective employees, agents, or representatives. Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, you may not access or use the Services.

3. Modifications

Subject to Section 14(k) of this Agreement, KOULLS reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Technology or Services at any time, effective upon posting an updated version of this Agreement at www.koullseats.com/terms/ or through the Technology. If we make any material changes to this Agreement, we will notify you by email at the email address that you have provided to us or by another means. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes. If you do not agree to this Agreement or any modifications to this Agreement, you should immediately cease using the Technology and Services.

4. Additional Terms and Policies

By using or accessing the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with KOULLS’s Privacy Policy, which is incorporated in this Agreement by reference. You also agree to abide by any additional KOULLS terms or policies for Users that are published on our website or mobile application, whether or not such terms or policies are directly referenced or linked elsewhere in this Agreement. Certain features of our Services may be subject to additional terms and conditions, which, to the extent permitted by applicable law, are incorporated herein by reference.

If you use the KOULLS Developer Portal, you also accept and agree to be bound by the Developer Portal Technology License & Terms of Use (“Developer Portal Terms”) when using the Developer Portal. If there’s any conflict between the Developer Portal Terms and this Agreement, the Developer Portal Terms shall control to the extent related to the Developer Portal.

5. Rules and Prohibitions

Without limiting other rules and prohibitions in this Agreement, by using or accessing the Services (whether or not you have created an account or are logged into an account), you agree that:

(a) You will only use or access the Services for lawful purposes and you will not use or attempt to use the Services under false pretenses or for sending or storing any unlawful material or for deceptive or fraudulent purposes.

(b) You will only use or access the Services in accordance with all applicable laws, including copyrights, trade secrets, other intellectual property rights, or other rights of any third party, including privacy, personality, or publicity rights.

(c) You will only use or access the Services using means explicitly authorized by KOULLS. If applicable, it is your responsibility to ensure you download the correct Technology for your device. We are not liable if you do not have a compatible device or if you have downloaded the wrong version of the Technology for your device. We reserve the right to terminate your use of the Technology and/or Services if you are using the Technology or Services with an incompatible or unauthorized device.

(d) You will not use or attempt to use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.

(e) You will not use or attempt to use the Services to cause nuisance, annoyance, or inconvenience.

(f) You will not use or attempt to use the Services, or any content accessible through the Services (including content accessible without being logged into your account), for any commercial purpose, including but not limited to contacting, advertising to, soliciting, or selling to any Merchant, User, or Contractor, unless KOULLS has given you prior permission to do so in writing.

(g) You will not use or attempt to use the Services or content accessible through the Services without KOULLS's prior written consent in connection with the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system or providing archived or cached data sets containing content accessible through the Services to another person or entity.

(h) You will not copy or distribute, or attempt to copy or distribute, the Technology or any content displayed through the Services, including any reviews or Merchants’ menu content or catalogs, for republication in any format or media.

(i) You will not directly or indirectly create or compile, or attempt to create or compile, any content or collection, compilation, or other directory from any content displayed through the Services except for your personal, noncommercial use.

(j) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.

(k) You will keep secure and confidential your account password and any other login or identification credentials you use to access the Services.

(l) You will use the Technology and Services only for your own use and will not directly or indirectly resell, license, or transfer the Technology, Services, or content displayed through the Services (including content accessible without being logged into your account) to a third party.

(m) You will not use or attempt to use the Services in any way that could damage, disable, overburden, or impair any KOULLS server or the networks connected to any KOULLS server.

(n) You will not attempt to gain unauthorized access to any part of the Technology or the Services and/or to any account, resource, computer system, and/or network connected to any KOULLS server.

(o) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures KOULLS may use to prevent or restrict access to the Services or use of the Services or the content therein, and you will not attempt any of the foregoing.

(p) You will not use, access, or collect content, data, information, or materials published or available on the Services—including, but not limited to, text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations—using automated means unless KOULLS has given you prior permission to do so in writing.

(q) You will not deep-link to our websites or access our websites manually or with any robot, spider, script, web crawler, extraction software, automated process, service, tool, and/or device to scrape, copy, index, frame, or monitor any portion of our Services or websites or any content on or available through our Services or websites, and you will not attempt any of the foregoing.

(r) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Services (including content accessible without being logged into your account), and you will not attempt any of the foregoing.

(s) You will not engage in conduct that harms, attempts to harm, or threatens the safety of other Users, Merchants, Contractors, KOULLS, KOULLS employees, or our community in any way whatsoever, and you will take reasonable steps to prevent the foregoing.

(t) You will not engage in threatening, harassing, racist, or sexist behavior or any other behavior that KOULLS deems inappropriate when using the Services, and you agree to follow the KOULLS Community Guidelines, which are, to the extent permitted by applicable law, incorporated in this Agreement by reference.

(u) You will report any errors, bugs, unauthorized access methodologies, or any breach of our intellectual property rights that you uncover in your use of the Services.

(v) You will not abuse or attempt to abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first-time Users.

(w) Your participation in using and access to the Services is for your sole, personal, or internal business use.

(x) You will not falsely or fraudulently claim that your order or items from your order were missing, incorrect, of poor quality, defective, or never delivered and you will return any order mistakenly delivered to you if requested by KOULLS, a Merchant, or a Contractor.

(y) You will not falsely or fraudulently dispute a credit or debit card charge or initiate or request a chargeback with respect to any charge from KOULLS or related to your use of the KOULLS platform.

(z) You will not, in connection with your use of the Services and/or the KOULLS platform: (i) ask a Contractor to purchase or deliver any goods or perform any services not ordered through the KOULLS platform; or (ii) give or offer to give any goods to a Contractor related to your KOULLS order.

In the event that we believe or determine that you have breached any of the aforementioned or any other provision of these Terms, we reserve the right to suspend and/or permanently deactivate your account or take other appropriate action at our sole discretion. Where required by law, which may include in the Province of Québec, we will provide you with written notice of the suspension or deactivation of your account, including the reasons which led us to take such action. Engaging in any prohibited use of the Services may result in criminal, civil, and/or administrative penalties, fines, or sanctions against the User and those assisting the User.

6. Contractors and Merchants Are Independent

(a) You understand and agree that KOULLS provides the Services to connect you with independent Merchants that provide the products and services offered through the Services, and independent third-party Contractors who provide delivery and other services. You acknowledge and agree that KOULLS is not a merchant, retailer, restaurant, grocer, pharmacy, chemist, delivery service, or food preparation business, and has no responsibility or liability for the acts or omissions of any Merchant or any Contractor. Merchants are the retailers of the products or services offered through the Services. KOULLS is not in the delivery business, does not provide delivery services, and is not a common carrier. KOULLS provides the Services to facilitate the transmission of orders by Users to Merchants, including orders for pickup or delivery by Contractors and/or Merchants. Any delivery, pickup, or preparation times displayed through the Services are purely estimates and do not represent a promise, commitment, or guarantee by KOULLS. KOULLS will not assess or guarantee the suitability, legality, or ability of any Contractor or Merchant. You agree that KOULLS is not responsible for Merchants’ food preparation or product offerings, food or product handling, or the safety of the food or other products, or whether the photographs, images, videos, menu or product listings, catalog, item descriptions, or other menu, product, or catalog information (including nutrition, ingredient, and/or allergen information) displayed through the Services accurately reflect the goods and services sold by Merchants and/or delivered by the Contractor and/or Merchant, and does not verify Merchants’ compliance with applicable laws or regulations. You also acknowledge and agree that menu, product, or catalog listings, descriptions, or other information (including videos, photographs, or images, or nutrition, ingredient, and/or allergen information) displayed through the Services may not have been provided directly by the Merchant and/or may have been generated or enhanced with the assistance of artificial intelligence. KOULLS has no responsibility or liability for acts or omissions by any Merchant or Contractor. You agree that the goods that you purchase will be prepared by the Merchant you have selected, that title to the goods passes from the Merchant to you at the Merchant’s location, and that, for delivery orders, the Contractor and/or Merchant will be directed by your instructions to transport the products to your designated delivery location. You agree that neither the Contractor nor KOULLS holds title to or acquires any ownership interest in any goods that you order through the Services. You must not do anything which seeks to create an encumbrance, lien, charge, or other interest in or over the goods that you order until title has passed to you.

(b) Notwithstanding Section 6(a):

(i) United States Orders. For United States Orders placed through the Services with KOULLS Essentials, LLC (dba KOULLSMart or other brands), KOULLS Essentials, LLC is the Merchant and is therefore the retailer of the goods sold. KOULLS Essentials, LLC is a subsidiary of KOULLS, LLC. and is a Merchant listed on the Services.

(ii) Canada Orders. For Canada Orders placed through the Services with Rapid Retail Canada, Inc. (dba KOULLSMart or other brands), Rapid Retail Canada, Inc. is the Merchant and is therefore the retailer of the goods sold. Rapid Retail Canada, Inc. is an affiliate of KOULLS Technologies Canada, Inc. and is a Merchant listed on the Services.

(iii) Gift Cards. For any closed-loop gift cards, open-loop gift or other prepaid cards, and KOULLS credits sold through the Services in the United States by KOULLS Giftcards LLC, KOULLS Giftcards LLC is the Merchant and is therefore the retailer of the cards and credits sold. KOULLS Giftcards LLC is a subsidiary of KOULLS, LLC.

7. User Account

You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized User of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account or through your device. You agree that you shall monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your User account, and you may not assign or otherwise transfer your User account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify KOULLS immediately. KOULLS will not be liable, and you may be liable, for losses, damages, liability, expenses, and fees incurred by KOULLS or a third party arising from someone else using your account; however, if you are a Canada Consumer who resides in the Province of Québec, the foregoing does not limit KOULLS’s liability for the consequences of its own acts or the acts of its representatives. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if KOULLS has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, KOULLS has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). We may enable or require you to use a single set of login credentials to use the KOULLS and/or Caviar services. You agree not to create an account or use the Services if you have been previously removed from the KOULLS platform by KOULLS or if you have been previously banned from use of the Services.

8. User Content

(a) User Content. KOULLS may provide you with interactive opportunities through the Services, including, by way of example, the ability to post content on the KOULLS platform or otherwise provide to KOULLS Ratings and Reviews (each as defined below), Feedback (as defined below), or other text, photos, images, or audio and video content (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post, and/or otherwise transmit through the Services. You further represent and warrant that any User Content submitted, posted, and/or otherwise transmitted through the Services by you or someone on your behalf or through your User account does not (i) violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) contain material that is false, intentionally misleading, deceptive, defamatory, offensive, abusive, or pornographic, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation, or any physical or mental disability; (iii) contain sexually explicit or violent content or photos, images, or videos of weapons, illegal drugs, or hate symbols; (iv) contain any material that is unlawful or relates to unlawful conduct (including phishing and spoofing); (v) create a privacy or security risk to any person, including by soliciting personal information from any person, or contain any confidential, sensitive, private, or personally identifiable information; (vi) solicit money from any person; (vii) contain financial, legal, medical, or other professional advice; (viii) harm, abuse, harass, stalk, threaten, or otherwise offend; (ix) reflect negatively on KOULLS, including KOULLS’s goodwill, name, and reputation; (x) tamper with, hinder the operation of, or make unauthorized modifications to our websites or Technology; (xi) otherwise result in civil or criminal liability for you, KOULLS, or any third party; (xii) violate any law or regulation; or (xiii) violate this Agreement or any community or content guidelines that KOULLS may publish from time to time (including but not limited to our Content Guidelines). You hereby grant KOULLS (including KOULLS’s service providers) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use the User Content in connection with KOULLS’s business and in all forms now known or hereafter invented (collectively, “Uses”), without notification to and/or approval by you. You further grant KOULLS a license to use your username, first name and last initial, profile photo (if available), and/or other User profile information, including, without limitation, your ratings history, to attribute User Content to you in connection with such Uses, without notification to or approval by you. You acknowledge, however, that KOULLS has no obligation to attribute any User Content to you in connection with any Use. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. In the interest of clarity, the license granted to KOULLS herein shall survive termination of the Services or your account. KOULLS reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or any community or content guidelines we may publish or that we consider to be objectionable for any reason. You agree that KOULLS may monitor and/or delete your User Content (but does not assume the obligation to do so) or may decide to not publish, display, or otherwise make available your User Content for any reason at KOULLS’s sole discretion. KOULLS may also access, read, preserve, and disclose any information as KOULLS reasonably believes is necessary to satisfy any applicable law, regulation, legal process, or governmental request; enforce this Agreement, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security, or technical issues; respond to User, Contractor, or Merchant support requests; or protect the rights, property, or safety of KOULLS, our Users, and the public. We may aggregate your publicly viewable User Content and certain other information about you onto a User profile viewable by anyone, which you can choose to make public (meaning your publicly viewable User Content will be displayed on your profile) or restricted (meaning only certain information about you and your User Content will be displayed on your profile, such as the number of Reviews and photos you’ve submitted but not their contents).

(b) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to KOULLS through its suggestion, feedback, wiki, forum, or similar pages (“Feedback,” which is considered User Content) is at your own risk and that KOULLS has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to KOULLS (including KOULLS’s service providers) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use such Feedback.

(c) Ratings and Reviews. To the extent that you rate or post reviews of Merchants or other businesses, which may include but is not limited to text, photos, images, audio, or videos that you provide (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. For the avoidance of doubt, a Review includes any photo or video you submit that expresses an opinion about a Merchant or business regardless of the purpose for which you submit the photo or video. Ratings and Reviews are not endorsed by KOULLS and do not represent the views of KOULLS or its affiliates. KOULLS shall have no liability for Ratings and Reviews or for any claims of economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you acknowledge and agree that: (i) your Rating or Review will reflect your honest and truthful opinion and will be based on first-hand experience with the Merchant or business; (ii) you will not provide a Rating or Review for any Merchant or business for which you have an ownership interest, employment relationship, or other affiliation or for any competitor of such a Merchant or business; (iii) you will not submit a Rating or Review in exchange for payment, free food items, or other benefits from a Merchant or business; (iv) for United States Orders, any Rating or Review you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; (v) for Canada Orders, any Rating or Review you submit will comply with the Competition Bureau’s Enforcement Guidelines and Advertising Standards Canada's Interpretation Guideline for Testimonials, Endorsements and Reviews; (vi) your Rating or Review will comply with the terms of this Agreement; (vii) we may decide to not publish, display, or otherwise make available your Rating or Review for any reason in our sole discretion; (viii) any Rating or Review you submit will comply with our Content Guidelines; (ix) a Rating, Review, or photo displayed in connection with a restaurant may reflect an in-person dining experience; and (x) a Rating, Review, or photo may not have originally been submitted on the KOULLS platform and/or may not have been submitted by a KOULLS customer. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we may remove such Rating or Review without notice and take any additional action, in KOULLS’s sole discretion, as we deem necessary or appropriate. We may create summaries of written Reviews using artificial intelligence or other means and display such summaries.

9. Communications with KOULLS

By creating a KOULLS account or using the Technology or Services, you agree to: (a) accept and receive communications from or on behalf of KOULLS, Contractors, Merchants, partners, and/or third parties providing services to you or KOULLS, including via email, text message, direct message, chat, and calls, to the contact information you provide to KOULLS when registering an account or using the Technology or Services; and (b) receive communications via push notification or in-app messages in the KOULLS or Caviar mobile application. Further, you understand and agree that you may receive communications (e.g., calls, text messages, etc.) that are generated by an automatic telephone dialing system, and/or which will deliver prerecorded or automated messages, sent by or on behalf of KOULLS and Merchants (e.g., Merchants facilitating the delivery of your order), including but not limited to communications concerning orders you place through your account on the Services. For clarification, you acknowledge and agree that you will receive communications from Contractors who are facilitating your receipt of the benefit of the Services (including multimedia messaging service (“MMS”) messages to confirm the delivery of your order). Message and data rates may apply and message frequency may vary. The communications in this Section 9 may include, without limitation, commercial or marketing messages (see Section 24 for information about consumer marketing text messages), transactional or relationship messages (e.g., messages about the availability of our services (e.g., interruptions in service), security and/or fraud (e.g., password reset messages), safety, responses to communications initiated by you, updates to policies/legal agreements (e.g., privacy policies, terms of service)), newsletters, and messages relating to research, political advocacy, or customer support (those initiated by you and by us). You acknowledge that receiving commercial or marketing messages or calls is not a requirement or condition for you to use the Services. For purposes of clarity, any message (including text message) or call you may receive from us, a Merchant, or a Contractor regarding an order is a transactional message, not a commercial, marketing, or promotional message or call. If there are changes to your contact information (e.g., email address, phone number), you agree to update your account to help prevent or limit KOULLS inadvertently communicating with someone else.

The opt-out options for communications are set out below. If you opt out of receiving communications via one channel, that opt out will only apply to the specific channel for which the opt out is submitted (e.g., if you opt out of receiving email communications, it will not apply to any other channels through which communications can be sent). Please see the following for more information:

•    For email communications that permit opting out (e.g., commercial/marketing messages), there is an opt-out mechanism in the messages. For transactional or relationship email messages, the only opt-out option is to delete your account.
•    To opt out of receiving transactional or relationship text messages (e.g., order updates), you can: (x) toggle or slide off this type of message in your account settings; (y) reply “STOP” to a text message you receive; or (z) send “STOP” to 87424. For MMS messages sent by Contractors to confirm the delivery of your order, you cannot opt out of receiving these messages unless you stop using the Services and delete your account.
•    For phone calls, you can submit a request to be added to KOULLS’s internal do not call list by making the request during the call or contacting KOULLS Support at (855) 431-0459.
•    For push notifications, you can toggle or slide off these notifications in the mobile application.
•    To opt out of all communications, the only option is to delete your account. 
Review the KOULLS Privacy Policy for more information about KOULLS’s privacy practices, contact information, and opt-out options.

You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to KOULLS or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.

10. Electronic Records

By creating a KOULLS account or using the Technology or Services, you consent to the use of electronic records. You also agree that all terms and conditions, agreements, notices, disclosures, and other communications that KOULLS provides to you electronically satisfy any legal requirement for such communications to be in writing. You agree to keep your contact information, including email address, current. This paragraph does not affect your statutory rights.

To view and retain a copy of this Agreement, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access, and (b) either a printer or storage space on such device.

11. Intellectual Property Ownership

KOULLS alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Technology and the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Technology or the Services, or any intellectual property rights owned by KOULLS. KOULLS names, KOULLS logos, and the product names associated with the Technology and Services are trademarks of KOULLS or third parties, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Technology or the Services.

12. Payment Terms

(a) Prices and Charges. You understand that: (i) the prices for menu or other items displayed through the Services may differ from the prices offered or published by Merchants for the same menu or other items and/or from prices available at third-party websites and that such prices may not be the lowest prices at which the menu or other items are sold and may change at any time without notice; (ii) KOULLS has no obligation to itemize its costs, profits, or margins when publishing such prices; and (iii) pricing may change at any time, in the discretion of KOULLS or the Merchant (depending on which party sets the given price). For certain transactions, the subtotals shown at checkout are estimates that may be higher or lower depending on the final in-store totals. In those situations, KOULLS reserves the right to temporarily authorize or place a hold on your payment method for an amount that may be greater than the amount shown at checkout and to charge your payment method the final price after checkout. You are liable for all transaction taxes (other than taxes based on KOULLS’s income), including sales tax, use tax, goods and services tax, and other transaction taxes if applicable, on the Services provided under this Agreement (which, for the avoidance of doubt, includes any fees KOULLS charges for KOULLSPass subscriptions). If transaction taxes, including sales tax, use tax, goods and services tax, and other transaction taxes, are applicable, KOULLS reserves the right to charge you additional amounts on account of such taxes. For Australia and New Zealand Orders, all dollar amounts (including any fees, charges, prices, or amounts payable or receivable) displayed through the Services are stated on a goods and services tax-inclusive (if any) basis, except where noted; goods and services tax will be payable in addition to and at the same time as any amounts payable under these Terms. In the event that the charge to your payment method may incorrectly differ from the total amount, including subtotal, fees, and gratuity, displayed to you at checkout and/or after gratuity is selected, KOULLS reserves the right to make an additional charge to your payment method after the initial charge so that the total amount charged is consistent with the total amount displayed to you at checkout and/or after gratuity is selected. If gratuity is displayed as a percentage, such percentage may be based on the subtotal before the application of any discounts, promotional offers, or credits. All payments will be processed by KOULLS and/or its payments processor, using the preferred payment method designated in your account. If your payment details change, you or your card provider may provide us with updated payment details. We may use these new details or details from other payment methods on file in order to help prevent any interruption to your use of the Services. This includes our right to charge any payment method on file if your initial form of preferred payment fails. It is your responsibility to keep your billing information up to date.

(b) Strikethrough Pricing (United States Orders). This Section 12(b) applies to United States Orders. KOULLS may use strikethrough pricing for certain items (for example, when presenting a discount or promotional price for items). KOULLS does not represent that the strikethrough price was the regular or former price of items for any particular period of time and the time period may vary widely depending on the items. KOULLS may also rely on Merchants or a third party to provide information about the regular or former price of items offered by those Merchants or a third party, and KOULLS’s strikethrough price therefore may represent the price that KOULLS, a Merchant, or a third party offered the item for sale for some period of time. The strikethrough price may also be an introductory price that was offered for a short period of time. Unless otherwise specified, the strikethrough price represents a non-member discount to the extent the Merchant has a membership program.

(c) Refunds

(i) United States, Canada, and New Zealand Orders. This Section 12(c)(i) applies to United States, Canada, and New Zealand Orders. Charges paid by you for completed and delivered orders, or for orders confirmed by a Merchant, are final and non-refundable. KOULLS has no obligation to provide refunds or credits but may grant them gratuitously at KOULLS’s sole discretion in each case (including, for example, in the form of Gratuitous Credits as defined below). You may be required to provide identification information and/or a signature upon pick up and/or receipt of certain orders, as communicated at the time you place your order; if you fail to provide the required identification information or signature for such an order, you agree and acknowledge that we will not honor any claim that your order was not delivered and you may be subject to a non-refundable Undeliverable Item Fee. For New Zealand Orders, nothing in this Section 12(c)(i) takes away from any rights you may have under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.

(ii) Australia Orders. This Section 12(c)(ii) applies to Australia Orders. For orders placed with Merchants, to the extent permitted by law: (A) charges paid by you for completed and delivered orders are final and KOULLS has no obligation to provide refunds or credits; and (B) you may be required to provide identification information and/or a signature upon pick up and/or receipt of certain orders, as communicated at the time you place your order; if you fail to provide the required identification information or signature for such an order, you agree and acknowledge that we will not honor any claim that your order was not delivered and you may be subject to a non-refundable Undeliverable Item Fee. Nothing in this clause takes away from any rights you may have under the Australian Consumer Law. The Merchant will be liable for any major or minor problems with Merchant orders for which they are responsible, though KOULLS may assist, at its sole discretion, with remedies such as refunds or credits.

In order to make a claim for a refund or credit, please follow the procedures set out in the Technology or Services.

(d) Promotional Offers. KOULLS, at its sole discretion, may make promotional offers with different features and different pricing to any User. These promotional offers are subject to the terms of this Agreement and may be valid only for certain Users as indicated in the offer. You agree that promotional offers: (i) may only be used by the intended audience, for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public, unless expressly permitted by KOULLS; (iii) are subject to the specific terms that KOULLS establishes for such promotional offer; (iv) cannot be redeemed for cash or cash equivalent; and (v) are not valid for use after the date indicated in the offer or in KOULLS’s Promotional Offers and Credits Terms and Conditions, which is, to the extent permitted by applicable law, incorporated in this Agreement by reference. KOULLS reserves the right to withhold or deduct credits or benefits obtained through a promotion, or to charge additional amounts that would have applied to the transaction had the promotion not applied, in the event that KOULLS determines or believes on reasonable grounds that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement. Where required by law, which may include in the Province of Québec, we will provide you with written notice of any such withholding or deduction, including the reasons which led us to take such action. KOULLS reserves the right to modify or cancel an offer at any time. KOULLS’s Promotional Offers and Credits Terms and Conditions apply to all promotional offers. You agree that we may change the Promotional Offers and Credits Terms and Conditions at any time. 

(e) KOULLS Credits. KOULLS may offer, provide, or make available to you credits that can be used for the Services. Credits may not be redeemed for cash or cash equivalent except when required by applicable law. You may lose the ability to use your credits if your account is deactivated or deleted. Credits issued to a User’s KOULLS or Caviar account may only be used on that respective brand’s Services. Credits may be subject to additional or different terms stated at the time of issuance. Some credits are gratuitous, which means they are subject to expiration and are valid for six (6) months from the date of issue unless otherwise stated at the time of issuance or prohibited under applicable law (“Gratuitous Credits”). Gratuitous Credits may expire earlier than originally stated if your account is deactivated or deleted. Upon expiration, Gratuitous Credits will be removed from your account and will no longer be redeemable or usable towards any order. Gratuitous Credits may include, without limitation, promotional credits (which are governed by KOULLS’s Promotional Offers and Credits Terms and Conditions), some types of customer support credits, and credits earned through the KOULLS consumer referral program (which is governed by KOULLS’s Referral Program Terms and Conditions and which are incorporated herein by reference)

(f) Fees for Services. KOULLS may change the fees that KOULLS charges you as we deem necessary or appropriate for our business, including but not limited to Delivery Fees, Service Fees, Small Order Fees, Expanded Range Fees, Regulatory Response Fees, and Surge Fees. KOULLS may offer different pricing to customers based on a variety of factors, including but not limited to geographic areas or usage. KOULLS may also charge you additional fees as required by law. Further, KOULLS may charge Merchants fees on orders that you place through the Services, including commissions and other fees, and may change those Merchant fees as we deem necessary or appropriate for our business or to comply with applicable law. KOULLS may charge you a Service Fee for the convenience of ordering through the KOULLS platform. None of the Service Fee, Delivery Fee, Small Order Fee, Surge Fee, or any other fee charged to you by KOULLS is for any right to access, install, or use any Technology.

(g) Gift Cards and Purchased Credits. KOULLS gift cards and credits purchased by customers from KOULLS (“Purchased Credits”) are governed by KOULLS’s Gift Card Terms and Conditions and Purchased Credits Terms and Conditions, respectively, both of which are incorporated herein by reference. Except as provided below, gift cards and Purchased Credits may be redeemable towards eligible orders placed on www.koullseats.com or in the KOULLS mobile application or, for United States Orders only, on www.trycaviar.com or in the Caviar mobile application. Gift cards are issued by the following entities: KOULLS Giftcards LLC in the United States; KOULLS Technologies Canada, Inc. in Canada; KOULLS Technologies Pty Ltd in Australia; and KOULLS Technologies New Zealand in New Zealand. Purchased Credits are issued by KOULLS Giftcards LLC. Gift cards and Purchased Credits are not redeemable for cash except when required by applicable law. Once a gift card is redeemed, the amount of the gift card is converted into credits linked to your account, and such credits may be used towards eligible KOULLS or, if applicable, Caviar orders. While credits from gift cards and Purchased Credits do not expire, you will lose access to such credits if your account is deactivated or deleted. Credits issued to a User’s KOULLS or Caviar account may only be used on that respective brand’s Services. Any non-KOULLS gift card sold through the Services is issued by and solely the obligation of the respective Merchant or other party that issued the card and is not an obligation or liability of any KOULLS party. For avoidance of doubt, gift card credits and Purchased Credits are not Gratuitous Credits.

(h) SNAP/EBT (United States Orders but Excluding Puerto Rico Orders). This Section 12(h) applies to United States Orders (but excluding Puerto Rico Orders). KOULLS permits customers in the United States (but excluding Puerto Rico) to purchase Supplemental Nutrition Assistance Program (“SNAP”) eligible items from select Merchants using a valid Electronic Benefits Transfer (“EBT”) card. For any transactions involving use of your SNAP EBT funds, a credit or debit card must also be linked to your KOULLS account to pay for any fees, taxes, delivery tips, and any other items you purchase that are not SNAP-eligible. You have the option to view SNAP-eligible items on the KOULLS platform by using a “SNAP” filter. SNAP-eligible items will also have a “SNAP” tag on their respective item details pages. By providing KOULLS with your SNAP EBT card information, you represent and warrant that (i) you are legally authorized to use the SNAP EBT card provided; (ii) your SNAP EBT card is current and valid; and (iii) you authorize KOULLS to use your SNAP EBT card information for transactions involving use of your SNAP EBT benefits. KOULLS cannot accept EBT cash at this time.

(i) Invoice or Other Taxable Supply Information (Australia, Canada, and New Zealand Orders). This Section 12(i) applies to Australia, Canada, and New Zealand Orders. A tax invoice (or alternative taxable supply information if and when permitted to be issued under Australia, Canada, or New Zealand tax law instead of a tax invoice) for KOULLS fees will be made available by KOULLS to you when KOULLS is legally required to do so, or otherwise at KOULLS’s sole discretion, upon you having submitted a request for a tax invoice (or tax information) at our Customer Support page. You agree that invoices (or alternative taxable supply information) will only be made in electronic form. In accordance with applicable laws, for tax invoices (or alternative taxable supply information) for menu items, you should contact the relevant Merchant(s).

(j) Checkout Merchants. KOULLS provides certain checkout-related services to third-party merchants outside of the KOULLS platform to facilitate the completion of transactions with such merchants (“Checkout Merchants”). If you are completing a transaction directly with a Checkout Merchant outside of the KOULLS platform and we determine that you are a registered KOULLS User, we may share certain information about you, including loyalty or rewards information, KOULLSPass subscription status, and/or payment card, payment method, billing, and contact information, with the Checkout Merchant for the purpose of facilitating the transaction. The processing of such information by the Checkout Merchant is subject to the Checkout Merchant’s privacy policy, terms of service, and/or other applicable terms. KOULLS is not a party to any such transaction and KOULLS is not liable or responsible for the Checkout Merchant’s processing of your information. Any questions or disputes regarding such transactions or the processing of your information by the Checkout Merchant should be directed to the Checkout Merchant or your payment provider.

13. KOULLSPass Subscriptions

(a) General. KOULLSPass is an automatically renewing subscription requiring recurring payments until canceled. A KOULLSPass subscription grants you access to certain benefits (“KOULLSPass Benefits”) on eligible orders placed through the Services for eligible Merchants with a minimum subtotal (excluding taxes, fees, and tips) as indicated through the Services. KOULLSPass Benefits include reduced fees for United States Orders and Canada Orders and $0 delivery fees for Australia Orders and New Zealand Orders. For certain KOULLS orders that may have alternative fee structures (for example, a flat KOULLS fee), KOULLSPass Benefits may vary. KOULLS reserves the right to change whether a Merchant is eligible for KOULLSPass at any time with or without notice. If you are a United States Consumer (excluding a United States Consumer whose primary residence is in Puerto Rico), you acknowledge that you are purchasing a KOULLSPass subscription exclusively from KOULLS, LLC. KOULLSPass orders are subject to delivery driver and geographic availability, and taxes may apply to the cost of the items you order and/or to fees charged. You may provide an optional gratuity. Service Fees and other fees may apply. We reserve the right to add and modify fees that may apply to your KOULLSPass orders. Your KOULLSPass Benefits will extend to both KOULLS and Caviar (if applicable) when you register for a KOULLSPass subscription.

KOULLSPass is offered for a monthly or yearly fee payable at the start of the relevant period. By signing up for KOULLSPass, you agree that: (i) you will be charged your first KOULLSPass subscription fee and any applicable taxes (such as sales tax, use tax, goods and services tax, and other transaction taxes) on the date you purchase your KOULLSPass subscription or, if your subscription includes a free trial, on the day after your free trial ends; (ii) you authorize KOULLS and its service providers to store your designated payment method as well as any other payment method associated with your account to execute future KOULLSPass auto-renewal transactions, which includes retrying payment using various payment methods you have on file if payment fails when attempting a renewal; (iii) UNLESS YOU CANCEL, BY DEFAULT (AND WITH PRIOR NOTICE ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAW), YOUR KOULLSPASS SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD; and (iv) AT THE TIME OF RENEWAL, KOULLS WILL AUTOMATICALLY CHARGE THE THEN-CURRENT KOULLSPASS SUBSCRIPTION FEE AND ANY APPLICABLE TAXES TO AN ELIGIBLE PAYMENT METHOD THAT WE HAVE ON FILE FOR YOU. If your payment details change, your card provider may provide us with updated payment details. We may use these new details or details from other payment methods on file in order to help prevent any interruption to your KOULLSPass subscription. This includes our right to charge any payment method on file if your initial form of preferred payment fails. It is your responsibility to keep your billing information up to date. If any subscription fee is not paid in a timely manner or your transaction cannot be processed, we reserve the right to suspend, disable, cancel, or terminate your access to the Services or your KOULLSPass subscription. Where required by law, which may include in the Province of Québec, we will provide you with written notice of the suspension, disabling, cancellation, or termination of your access to the Services or your KOULLSPass subscription, including the reasons which led us to take such action. You will be responsible for paying all past due amounts.

(b) KOULLSPass Subscriptions through KOULLS for Business. Notwithstanding any other provision in these Terms, you may be eligible for a complimentary KOULLSPass subscription if your employer or third-party program provider (each, a “Program Manager”) obtains a KOULLSPass subscription for you through KOULLS for Business. If you have a complimentary KOULLSPass subscription through your Program Manager, your account will begin and end in accordance with the terms of your Program Manager’s KOULLS for Business arrangement unless your subscription is otherwise canceled. To receive KOULLSPass subscription benefits through KOULLS for Business, you must register for and activate your KOULLSPass subscription in accordance with the instructions provided to you by KOULLS or your Program Manager. The use of a KOULLSPass subscription via your Program Manager’s KOULLS for Business offering is subject to these terms as well as the KOULLS for Business Terms and Conditions. 

(c) KOULLSPass Student Plan. KOULLS may offer KOULLSPass student plan subscriptions at a discounted price on either a monthly or annual basis to qualifying individuals who meet the eligibility requirements stated at sign up, including but not limited to current enrollment at an accredited college or university. Individuals may be required to provide documentation so that KOULLS may verify their eligibility for a KOULLSPass student plan. KOULLSPass student plan subscriptions are subject to this Agreement.

(d) Trial or Promotional Subscriptions. From time to time, KOULLS may offer some customers trial or other promotional subscriptions to KOULLSPass, whether directly from KOULLS or in partnership with a third party. Such trial or promotional subscriptions are available only for Users who have not previously subscribed to KOULLSPass (whether on a free or paid plan) and are subject to this Agreement except as otherwise stated in the promotional offer. A free one-week KOULLSPass trial offer is good for a KOULLSPass subscription of seven (7) days beginning on the day the offer is redeemed and a free one-month KOULLSPass trial offer is good for a KOULLSPass subscription of 30 (thirty) days beginning on the day the offer is redeemed. AFTER THE KOULLSPASS TRIAL OR PROMOTIONAL PERIOD ENDS, YOU WILL AUTOMATICALLY BE CHARGED $9.99/MONTH OR $96/YEAR (IN THE CURRENCY OF YOUR JURISDICTION), PLUS ANY APPLICABLE TAXES, ON A RECURRING BASIS (BASED ON THE PLAN YOU SELECT) UNTIL YOU CANCEL (SEE CANCELLATION INSTRUCTIONS HERE). If you cancel KOULLSPass before the trial period has expired, KOULLS will not charge you for the KOULLSPass subscription. If you purchase a KOULLSPass subscription with a promotional code, each time your KOULLSPass subscription renews, you will be charged the full billing amount. Only one trial or promotional subscription is available per household. If your KOULLSPass subscription is ever terminated for any reason, you shall not be eligible for a free trial on any subsequent KOULLSPass subscription.

(e) KOULLSPass Gift Subscriptions. KOULLS may offer customers the opportunity to purchase KOULLSPass gift subscriptions (“KOULLSPass Gift Subscriptions”) and then send these KOULLSPass Gift Subscriptions to other customers to redeem (“Gift Subscription Recipients”). Such KOULLSPass Gift Subscriptions are subject to this Agreement and the KOULLSPass Gift Membership Terms and Conditions. KOULLSPass Gift Subscriptions can only be purchased and redeemed by Users who have or create a valid KOULLS account with a valid form of accepted payment on file. A KOULLSPass Gift Subscription entitles the Gift Subscription Recipient to a KOULLSPass subscription for the length of time identified in the KOULLSPass Gift Subscription confirmation (the “KOULLSPass Gift Subscription Period”).

KOULLSPass Gift Subscriptions are issued by the following entities: KOULLS Giftcards LLC in the United States; KOULLS Technologies Canada, Inc. in Canada; KOULLS Technologies Australia Pty Ltd in Australia; and KOULLS Technologies New Zealand in New Zealand.

KOULLSPass Gift Subscriptions cannot be redeemed by KOULLSPass subscribers currently enrolled in any free, paid, or discounted partnership subscription plan (“Excluded Subscription Plans”). Any Gift Subscription Recipients of a KOULLSPass Gift Subscription currently enrolled in an Excluded Subscription Plan may choose to transfer their KOULLSPass Gift Subscription to another customer. For Gift Subscription Recipients enrolled in an eligible existing paid KOULLSPass subscription at the time of redemption of a KOULLSPass Gift Subscription, such eligible existing paid KOULLSPass subscription will continue through the end of the Gift Subscription Recipient’s current KOULLSPass billing cycle before the KOULLSPass Gift Subscription will be applied. For Gift Subscription Recipients