Foodosti US Delivery Terms and Conditions

Last Updated : 13th April, 2024

1. Agreement to terms and conditions.

1. 1. A party agrees to terms and conditions herein, and those (e.g., Foodosti US Restaurant Terms and Conditions, Foodosti US Consumer Terms and Conditions, etc.) incorporated herein by reference by:
      1. using any of the Foodosti Platforms;
      2. clicking to agree to this Agreement on a computer interface; or
      3. signing an agreement that includes, links to, or incorporates this Agreement.

1. 1. Authority to bind Delivering Party. The party that accepts and agrees to this Agreement, by doing so, represents and warrants that they have the authority and capacity to accept and agree to this Agreement on behalf of, and legally bind, the party, and its applicable legal entity(ies).

1. 1. Acceptance of arbitration. This Agreement contains provisions which will govern any claims that the parties may have against each other, including a mandatory arbitration provision.

2. Sales Channels.

a. The Delivering Party may deliver Items via Foodosti’s Delivery platform, subject to the terms of this section.

i. Provision of delivery services. The Delivering Party agrees:

A. the Merchant Party (Foodosit Partner, such as Restaurant(s) or Home Chef’s) and Delivering Party will be solely responsible for determining the most effective, efficient and safe manner to perform each instance of delivery services; and

B. the Merchant Party and Delivering Party will provide all necessary equipment, tools and other materials, at Merchant Party’s and/or Delivering Party’s own expense, necessary to perform delivery services.

C. the Merchant Party will provide detailed instructions for pickup and drop-off by Delivering Party (e.g., the location within the building address to pick-up/drop-off a package, etc.);

D. to wait at least 10 minutes for a Customer (the one who placed the order for delivery) and/or a Merchant Party to appear at the requested drop-off location prior to leaving or canceling the delivery services;

E. the Merchant Party and Delivering Party will not use any Customer Personal Information received from Foodosti in relation to providing the delivery services for any reason other than for the purposes of fulfilling delivery services for that Customer’s (i.e., Consumer) particular order; and

F. the Merchant Party and Delivering Party will not retain Customer Personal Information or any of the Customer’s Personal Information for longer than it takes to fulfill the delivery services for that Customer’s particular order.

ii. Delivering Party relationship with Customers.

Foodosti and its Affiliates are not responsible or liable for the actions or inactions of a Customer in relation to any of the Merchant Party’s activities, any Delivering Party, or any Transportation Method. The Delivering Party agrees to have the sole responsibility for any obligations or liabilities to the Merchant Party, Customers, or other third parties that arise from or relate to the Merchant Party’s or Delivering Party’s provision of delivery services. The Delivering Party agrees that the Merchant Party and Delivering Party is each solely responsible for:

A. any liability arising from or relating to a Customer or any other third-party in connection with the delivery services; and

B. taking such precautions as may be reasonable and proper, including, without limitation, maintaining insurance in accordance with applicable Laws and conducting thorough background check investigations in connection with the delivery services and merchant services.

Foodosti or its Affiliates may release the contact and/or insurance information of Merchant Party and/or Delivering Party member to a Customer upon such Customer’s reasonable request (e.g., in connection with an accident). The Merchant Party and Delivering Party have and provide evidence of such precautions.

iii. Delivery area and delivery timing.

Delivering Party acknowledges that the Merchant Party is responsible for determining the Merchant Party Delivery Area. Foodosti may limit the Merchant Party’s Delivery Area to help ensure safe and reliable Merchant Party managed delivery services. Merchant Party acknowledges that Foodosti will use the Merchant Party Delivery Area to limit the Merchant Party’s ability to sell Items only to those potential Customers who request delivery within the Merchant Party Delivery Area through the Delivering Party. The Merchant Party is also responsible for providing Foodosti and Delivering Party with projected timelines for the preparation of the Merchant Party’s Item orders. Foodosti may use the Merchant Party’s preparation timelines, geolocation of Delivering Party, Foodosti’s internal projection of delivery time, and other technologies and data available to Foodosti, in determining the estimated time for delivery that will be displayed in the Foodosti Platform for all of the Merchant Party’s applicable Items. Any geolocation tracking will be dependent on the individual consent of the Delivering Party and will cease upon completion of each order. The Delivering Party acknowledges that Foodosti’s systems may require adjustments to the Merchant Party Delivery Area.

iv. Delivering Party’s Personal Information.

To the extent that the Delivery Party and/or the Merchant Party shares personal information and geolocation data with Foodosti, the Delivering Party represents and warrants that it has provided appropriate notices to, and collected all legally required consents to lawfully share this information with Foodosti and to allow Foodosti to lawfully share it with Customers for the purpose of facilitating its services.

v. Documentation.

To the extent required by applicable Laws, the Delivering Party must retain all copies of any Required Licenses or permits to the Delivering Party’s provision of any delivery services.

vi. Merchant Party’s relationship with Delivering Party.

The Merchant Party will have the sole responsibility for any obligations or liabilities to Delivering Party that arise from or relate to the Merchant Party’s relationship with Delivering Party (including in connection with the provision of delivery services). Delivering Party agrees that Merchant Party exercises sole control over the Delivering Party and will comply with:

A. all applicable Laws (including tax, gratuity, social security and employment Laws) and regulations applicable to Merchant Party’s relationship with Delivering Party; and

B. industry best practice in respect of working conditions and compensation for Delivering Party, including the distribution of any gratuities.

The Delivering Party agrees that they are not an employee of Foodosti or its Affiliates.  The Delivering Party agrees that the Merchant Party is at all times responsible and liable for the acts and omissions of Delivering Party relating to Customers, Foodosti and its Affiliates, including if such liability may not be mandated under applicable Laws. The Merchant Party will pay Delivering Party for their delivery services provided to the Merchant Party at the Merchant Party’s sole discretion (but at all times in compliance with applicable Laws), and the Merchant Party is at all times solely responsible for providing payment to Delivering Party (Foodosti is not responsible), including the distribution of any gratuities. Delivering Party acknowledges and agrees to:

1. complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of delivery services and receipt of the Foodosti Platform as required by applicable Laws; and

2. provide Foodosti with all relevant tax information.

The Delivering Party further acknowledges and agrees that the Merchant Party and each Delivering Party is responsible for taxes on their own receipts arising from the performance of delivery services.

vii. Delivering Party requirements.

The Delivering Party agrees that they will, at all times hold and maintain:

A. a valid applicable Required License with the appropriate level of certification to operate the Transportation Method assigned to each Delivering Party (e.g., a driver’s license if the Transportation Method is a motor vehicle); and

B. all Required Licenses and insurance applicable to the Merchant Party and/or Delivering Party that are necessary to provide delivery services to third parties.

The Delivering Party agrees to submit, to Merchant Party, to background and driving record checks before they can provide delivery services on the Merchant Party’s behalf and from time to time thereafter. The Merchant Party holds the right to run the background check if required, if Delivering Party has not provided the background check history. The Delivering Party agrees that Foodosti reserves the right to run Delivering Party background check, at any time in Foodosti’s sole discretion, to restrict the Merchant Party or Delivering Party from accessing or using the Foodosti Platform if the Merchant Party or such Delivering Party fails to meet any applicable requirements.

Examples of background check violations can include but not limited to:

Any driver with a major violation in the last 3 years is Unacceptable and will be excluded from the policy. Major violations include, but are not limited to:

• Driving while intoxicated or under the influence of liquor or drugs.
• Disregarding or evading a police officer.
• Driving with a suspended license (due to moving violations/accidents, versus “administrative” issues)
• Driving on the wrong side of the road.
• Failure to comply with “Implied Consent” law – refusing a sobriety test.
• Felony involving a motor vehicle.
• Hit and run or leaving the scene of an accident.
• Vehicular assault (or homicide)
• Manslaughter with or without gross negligence.
• Possession of a controlled substance.
• Reckless driving, drag racing or speed contest. Reckless driving also includes excessive speeding over 20 mph over the posted speed limit.
• Delivering Party is required to share their background check every year if violation to any of Merchant Party rules, Delivering Party is required to notify Merchant Party as soon as possible.
• Merchant Party has the right to decline or reject Delivering Party application for any reason they see fit.

b. Required Licenses.

The Delivering Party must hold and maintain any and all Required Licenses, car insurance, and vehicle maintenance.  Upon Foodosti’s request, the Delivering Party must provide copies of applicable Required Licenses or insurance to Foodosti. The Delivering Party will immediately notify Foodosti of any change, expiration, revocation, renewal, or termination of any applicable Required Licenses or insurance, and will, upon Foodosti’s request, provide copies of any new applicable Required Licenses and insurance to Foodosti. Failure to comply with the Delivering Party’s obligations in this section may result, at the sole discretion of Foodosti, in the suspension and/or removal of the Delivering Party from the Foodosti Platforms.

c. Role of the parties.

Foodosti does not hold a Required License for the sale of Items, including Alcohol Items, and only facilitates the promotion and/or marketing of Merchant Parties, and the promotion, marketing, and/or sale of Items by third parties via the Foodosti Platforms. The Merchant Party, in its sole discretion, sets the price of Items, including Alcohol Items, that Merchant Party offers for sale via the Foodosti Platforms and at the Merchant Party’s Location(s). The Merchant Party enters into contracts with Customers for the sale of Items via the Foodosti Platforms.  The Delivering Party enters into contracts with Customers and/or Merchant Party for the delivery of Items via Foodosti Platforms. Orders for Items solicited via the Foodosti Platforms will be transmitted to the Merchant Party. The Merchant Party is responsible for and will control the sale of any orders for Items, including Alcohol Items, and including any decisions regarding accepting, fulfilling, and rejecting orders for such Items.

d. Foodosti Restaurant Sales Channel.

Foodosti will provide the Delivering Party with an Application that will allow the Delivering Party to submit requests to Merchant Parties or Customers in furtherance of being:

i. selected to deliver Item(s) to a Customer via a Merchant Party Managed Delivery Staff (as agreed separately by the parties); or

ii. selected to deliver Item(s) to a Customer without control of the Merchant Party Managed Delivery Staff.

d. Pickup Sales Channel.

The Merchant Party may sell Items via a Pickup Sales Channel, which will be the applicable Foodosti platforms.

e. Nationwide Shipping Sales Channel.

The Merchant Party may sell Items via the Nationwide Shipping Sales Channel which are any of the Foodosti platforms, subject to the terms of this section.

i. Geographic Limitations.

The Delivering Party acknowledges and agrees that Items may only be placed for shipment through the Nationwide Shipping Sales Channel within the continental United States and may be subject to additional limitations or requirements pursuant to applicable Laws and at Foodosti’s sole discretion.

ii. Item limitations. Foodosti may restrict the types of Items available through the Nationwide Shipping Sales Channel, including specific shipping destination limitations, at Foodosti’s sole discretion. The Merchant Party must select appropriate shipping speeds for the type of Items being shipped and packaging used, to ensure that the Items arrive as intended by the Merchant Party, as reasonably expected by the Customer, and in a safe condition (e.g., 2-day, overnight).

iii. Responsibility for compliance.

The Delivering Party is solely responsible for complying with all applicable Laws, terms, policies, and obligations required to use shipping services including, if applicable:

A. entering into any third-party shipping agent agreements required for the shipment of Alcohol Items, Restricted Items, or other regulated Items; and

B. requirements related to shipping perishable Items, including use of preservation methods, such as dry ice.

f. Pick & Pack Sales Channel.

i. The Delivering Party acknowledges that the Merchant Party may elect to sell Items via a Pick & Pack Sales Channel, which can be any of the applicable Foodosti platforms.

3. Delivering Party.

a. Foodosti is responsible for contracting terms with all Delivering Party using the Foodosti Platforms under license from Foodosti to provide transportation or other services. The following may apply:

1. Screening standards.

Foodosti may ensure that all prospective Delivering Parties are screened using a third-party service accredited by a nationally-recognized background screening organization, to the extent such organization exists. The screening standard applied may conform to Foodosti’s current background check practices on the Foodosti Platforms and in the relevant jurisdiction.

2. Screening information.

During the course of the screening process the following information must be collected and maintained (unless such information should not be maintained due to privacy considerations or other applicable Laws) in accordance with Foodosti’s then-current practices:

i. full name;

ii. date of birth; and

iii. driver’s license number or government identification number.

3. Inapplicability of Delivering Party terms to AVs.

The “Screening standards” and “Screening information” sections above may not apply to AVs performing delivery services; provided that, Foodosti requires that AV Fleet Providers comply with all applicable state, federal and local laws and regulations in their provision of delivery services, inclusive of those pertaining to screenings standards for the vehicle or safety operators supporting the in-person operation of an AV Fleet Providers’ AVs while performing delivery services.

4. NYC restroom access.

Subject to the exemptions provided by Subdivision b of section 20-563.6 of the administrative code of the city of New York, the Merchant Party’s Locations located within New York City must provide access to a toilet facility to Delivering Parties who are lawfully on the Merchant Party’s premises to fulfill requests for Customer delivery.

b. Delivering Party agrees to use the Foodosti Platform solely for the purpose of obtaining and fulfilling delivery orders and providing delivery services to Merchant Parties and Consumers.

1. Delivering Party agrees that their right and ability to continue using the Foodosti Platform for the purpose of fulfilling delivery orders will terminate immediately if this Agreement is terminated.

1. Delivering Party agrees to register and/or create an account (“Account”) by providing certain personal information.  In consideration of the use of the Foodosti Platform, Delivering Party agrees to:

A. Provide true, accurate, current, and complete information about yourself as prompted by the registration form; and

B. Maintain and promptly update the personal information you, the Delivering Party, provide to ensure that it remains true, accurate, current, and complete; if you fail to do any of the foregoing, Foodosti will have the right to terminate this Agreement and restrict your access to the Foodosti Platform.

1. Delivering Party acknowledges and agrees they are responsible for maintaining the confidentiality and security of their Account and password, and for all activities and any other actions that occur under or are taken in connection with their password or Account. Delivering Party acknowledges and agrees to (a) immediately notify Foodosti of any known or suspected unauthorized use(s) of their password or Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of their password or information available to them through the Foodosit Platform; and (b) ensure that they exit from their Account at the end of each session. Foodosti will not be liable for any injury, loss or damage of any kind arising from or relating to failure to comply with (a) or (b) above, or for any acts or omissions by Delivering Party or someone else using their Account and/or password.
2. By accessing the Foodosti Platform, Delivering Party agrees to have sole discretion and authority to: indicate availability to perform a delivery; accept or reject orders that are transmitted for delivery; indicate stages of completion during the delivery fulfillment process; communicate with the Merchant Party and Consumer; view the transaction log for those fulfilled orders; and manage your payment settings.
3. Accordingly, and without limiting any of the provisions set forth in this Agreement, by using the Foodosti Platform, Delivering Party acknowledges and agrees to use the information disclosed or otherwise made available, including without limitation Merchant Party’s data (e.g., names, phone numbers, email, and physical addresses), Customer’s Data, and any other information subject to applicable privacy and/or data security laws, rules or regulations, transaction logs and other Materials (as defined below), solely for the purpose of providing Delivery Services.  For clarity, you shall not retain, use or disclose Merchant Data or Customer Data beyond what is necessary to provide the Delivery Services without the express consent of the Merchant Party or Customer, nor download, store and/or sell any information you process in connection with the provision of Delivery Services outside of the Foodosti Platform or otherwise use Merchant Data or Customer Data for any purpose other than providing the Delivery Services.
4. Delivering Party also agrees to comply with any written requests from Merchant Party and/or Foodosti to delete Merchants Data, Customer Data, and/or any other data accessible via the Foodosti Platform.

4. Alcoholic Beverages

a. In jurisdictions that permit the ordering and delivery of alcoholic beverages, if you deliver an order that includes any alcoholic beverage, you acknowledge that you have a responsibility, upon delivery, to examine a government-issued identification card of the recipient and confirm that: (i) the recipient is at least 21 years of age; (ii) the individual’s name matches the name on the order; and (iii) the recipient does not appear intoxicated.  If the recipient does not show you a government-issued identification card indicating that the recipient is at least 21 years of age, or if the name on the identification card does not match the order, or the recipient appears intoxicated, you agree not to release the alcoholic beverage(s) and you further agree to return the alcoholic beverage(s) to the Merchant Party at expense to the delivery driver, DMS driver. Failure to strictly adhere to this policy will result in termination of this Agreement.

5. Materials and Other Licenses Granted to Drivers

A. As between you and Foodosti, the Foodosti Platform (Foodosti DMS platform, for the drivers), and everything on it (collectively, the “Materials”), except for data that you directly provide about yourself on Foodosti Platform, are owned by or licensed to Foodosti and protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties, and/or other proprietary rights and laws of the United States and other countries, including without limitation, all trademarks, service marks, logos, trade dress, and trade names related to Foodosti.  Please be advised that Foodosti enforces its intellectual property rights to the fullest extent of the law.

B. We grant you a limited, non-exclusive, non-transferable and revocable license to access and use the Materials, solely as permitted by this Agreement and subject to all the terms and conditions of the Agreement, all applicable intellectual property laws, and any Additional Terms (as defined herein) contained on the Foodosti Platform. Any other use of the Materials is strictly prohibited.

C. None of the Materials may be copied, republished, uploaded, posted, transmitted, distributed in any way, and/or modified without our express written permission. Nothing contained on the Foodosti Platform should be interpreted as granting to Delivering Party any license or right to use any of the Materials and/or third party proprietary content on the Foodosti Platform without the express written permission of Foodosti or the appropriate third party owner, as applicable.

D. Foodosti reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Foodosti Platform, and/or services offered on or through the Foodosti Platform (or any part thereof), including but not limited to any application’s features, look and feel, ongoing transactions, and functional elements and related services.

6. PROHIBITED CONDUCT

A. By accessing the Foodosti Platform, you agree to the following conditions:

1. You will not accept or solicit orders offered through the Foodosti Platform that you do not intend to create, deliver, or receive;
2. You will not disclose, and will maintain the strict confidentiality of, the Merchant Data, Consumer Data, and transaction logs available through the Foodosit Platform;
3. You will not violate any applicable law(s) or any Foodosti terms of use;
4. You will not deliver alcohol unless you and the alcohol recipient are 21 or older, and you have verified the recipient’s name and age using a valid photo identification at the time of alcohol delivery;
5. You will not access the Foodosti Platform or related services using a third-party’s account/registration, or attempt to impersonate another person, particularly any other Delivering Party or Consumer or Merchant Party or Foodosti Affiliate;
6. You will not falsely report your geographic location or prevent or otherwise attempt to prevent the Foodosit Platform from accurately reporting your geographic location;
7. You will not attempt, through any means, to gain unauthorized access to any part of the Foodosti Platform and/or any related service, or any other account, computer system and/or network connected to any Foodosti server;
8. You will not attempt to deceive, mislead, confuse, or defraud Foodosti through any means of circumvention related to the Foodosti Platform or the Services you are purporting to provide;
9. You will not decompile or reverse-engineer the Foodosti Platform and/or monitor any portion of the Foodosti Platform and/or any Materials and/or other content on the Foodosti Platform, unless an authorized representative of Foodosti has given you specific permission to do so in writing;
10. You will not conduct any kind of systematic retrieval of data or other content from the Foodosti Platform;
11. You will not create or compile, directly or indirectly, any collection, compilation, database or directory from the Foodosti content;
12. You will not use the Foodosti Platform in any manner that could damage, disable, overburden and/or impair any Foodosti server, or the network(s) connected to any Foodosti server, and/or interfere with any other Delivering Party’s use of the Foodosti Platform;
13. You will not use any information obtained from the Foodosti Platform or the Foodosti services (apart from authorized use of Foodosti services) in order to contact, solicit, or buy or sell any products or services to anyone, including but not limited to any Merchant, Consumer, Foodosti Affiliate, or another Delivering Party;
14. You will not copy or republish any content, including, but not limited to Merchant Data, Consumer Data, and transaction logs;
15. You will not license, sell and/or otherwise provide access to and/or use of your Account or the Foodosti Platform to any third party (other than subcontractors, pursuant to your Partner Agreement), including without limitation to build a competitive product and/or service;
16. You will not harass, annoy, intimidate or threaten any Foodosti employees, agents (i.e., affiliates), Consumers, Merchant parties, Delivering Parties, or the like, engaged in providing any portion of Foodosti related services;
17. You will not contact any Merchant Parties or Consumers beyond what is necessary to fulfill your delivery services, unless the Merchant Party or Consumer(s) expressly consents to such contact;
18. xviii.You will not delete the copyright or other proprietary rights notice from any Materials or any portion of the Foodosti Platform or Foodosti’s services;
19. You will not upload or transmit viruses or other harmful, disruptive or destructive files;
20. You will not disrupt, interfere with, or otherwise harm or violate the security of the Foodosti Platform, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Foodosti Platform or affiliated or linked sites (including those of our restaurant partners); and
21. You will not use theFoodosti Platform for any illegal purposes.
22. You agree that the consequences of commercial use or re-publication of Merchant Data, Consumer Data, Delivering Party Data, or Materials from the Foodosti Platform or other violations of the foregoing proscriptions may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy.  Therefore, you agree that Foodosti will be entitled to temporary and permanent injunctive relief to prohibit such use or activity, without the need to prove damages.

7. QUALITY OF SERVICE

1. Foodosti expects a high quality experience in using the Foodosti Platform.  As a Delivering Party with Foodosti, you agree to maintain a certain level of quality of service in order to continue using the Foodosti Platform and having access to Foodosti’s network of Merchant Parties and Consumers. Foodosti reserves the right to deactivate your access to the Foodosit Platform if your service falls below the industry standard for like services in your region, as determined by Foodosti in its good faith discretion. This includes, but is not limited to:

1. Indicating that you have delivered an order or orders when you have not;
2. Unreasonably cancelling or otherwise failing to complete an order or orders that you accepted;
3. Activities that result in repeated and/or serious complaint(s) from Merchant Parties who contact Foodosti to report your delivery services as incomplete, unsafe, unprofessional, or otherwise in violation of Foodosti’s standards or applicable regional regulations or harmful to Foodosti’s reputation.

B.   Your access to the Foodosit Platform may be deactivated if Foodosti determines in its good faith, reasonable discretion that you have materially violated these Quality of Service standards.

8. FOODOSTI, MERCHANT, CONSUMER, AND OTHER COMMUNICATIONS

1. You acknowledge and consent that Foodosti, Consumers, Delivering  Parties, Merchant Parties, and/or our respective third-party service providers may contact you via voice, text and/or email at the phone number(s) and/or email address(es) you provided to us for the following purposes:

1. to provide notifications related to your Services and Foodosti’s offerings;
2. to facilitate scheduling;
3. in relation to the delivery fulfillment process; and
4. to address issues as they arise.

1. You understand and consent that such messages may be sent using an automatic telephone dialing system. Please note that standard voice, data and message rates will apply for all forms of communication. Please contact your mobile phone carrier for details.
2. You agree to be professional at all times in all communications with any Merchant Party, Customer, other Delivering Party, or Foodosti Affiliate. Additionally, you agree to follow the standards of conduct herein, and any additional standards that may be communicated to you from time to time. You agree not to communicate in any way that:

1. is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another’s privacy, portrays another in a false light, is hateful, and/or racially, ethnically and/or otherwise objectionable;
2. has a commercial, political, or religious purpose;
3. is false, misleading and/or not provided in good faith;
4. infringes any patent, trademark, trade secret, copyright, right of privacy and/or publicity, and/or other proprietary rights of any person and/or entity;
5. is illegal and/or promotes illegal activity;
6. contains unauthorized advertising and/or solicits users to a business other than those on the Foodosti Platforms;
7. is disruptive and/or incites others to violate industry standards and/or Foodosti’s standards; and/or
8. is intended to interrupt, destroy or limit the functionality or integrity of any computer software, hardware or Materials on the Foodosti Platform, or other websites or applications.

D. Foodosti may monitor any and all use of the Foodosit Platform, and may manage the Foodosit Platform in a manner intended to protect our property and rights and to facilitate its proper functioning. If any conduct on or outside of our Foodosti Platform violates the standards herein, or any other terms and conditions of this Agreement; or interferes with other people’s enjoyment of the Materials or the Foodosti Platform; or that we believe is inappropriate; in our sole, good faith judgment, we reserve the right to change, delete or remove, in part or in full, any such content; and we further reserve the right to terminate access to the Foodosit Platform or to any information available through the Foodosit Platform. Foodosti will cooperate with local, state, and/or federal authorities to the extent required by applicable law in connection with any communication.

9. RATINGS, REVIEWS AND OTHER FEEDBACK

1. The Foodosit Platform may allow Consumers, Delivering Parties, and Merchant Parties to rate and post reviews of other Merchant Parties, Delivering Parties, Consumers, and other parties (each a “Rating” or “Review”). You represent and warrant that you are the owner of and/or otherwise have the right to provide all information, comments, reviews, ratings and/or other materials and/or content that you submit, post, and/or otherwise transmit through the Foodosit Platform. Foodosti does not endorse Delivering Party’s Ratings or Reviews, and does not assume liability for Ratings and Reviews or for any claims, liabilities, or losses resulting from any Ratings and Reviews.
2. However, all Ratings and Reviews must comply with the following criteria:
   1. you must have had first-hand experience with the subject party before posting a Rating or Review;
   2. you may not have a proprietary or other affiliation with either the subject party or any of its competitors;
   3. you may not draw any legal conclusions regarding the subject party products, services, or conduct; and
   4. your review must be honest, accurate, and otherwise comply with the standards of conduct and other terms of this Agreement.
3. Delivering Party agrees to grant Foodosti an irrevocable, transferable, paid up, royalty-free, perpetual, non-exclusive worldwide sub-licensable license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute and/or otherwise use Ratings and Reviews in connection with Foodosti’s business and in all forms of media now known or hereafter invented, without additional notification to and/or approval by you.  You grant Foodosti the right to freely and fully exploit and share any suggestions, input or other feedback or content you provide relating to the Foodosti Platform or other Foodosti services we provide in connection with its business, without additional notice to, approval by or compensation to you.
4. Any Rating and/or Review that we determine, in our sole, good faith discretion, could diminish the integrity of the Ratings and Reviews, the Materials and/or the Foodosit Platform may be removed or excluded by us without notice. Foodosti and its officers, directors, employees, parents, subsidiaries, affiliates, successors, assigns, licensors, licensees, designees, business partners, contractors, agents and representatives (collectively, the “Released Parties”) will not be responsible for, and you hereby expressly release the Released Parties from, any and all liability for the action of any and all third parties with respect to your Ratings and Reviews.

10. INDEMNIFICATION

1. Delivering Party agrees to indemnify and hold harmless the Released Parties from all claims, actions, losses, judgments, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of your breach or alleged breach of any provision of this Agreement, your violation of applicable law, your use of the Foodosit Platform and/or Materials (including without limitation all Merchant Data), and/or all Uses of your User Content by Foodosti and/or any third party authorized by Foodosti.

11. DISCLAIMER

1. THE FOODOSTI PLATFORM, THE MATERIALS, AND ALL OTHER CONTENT AND INFORMATION ON THE FOODOSTI PLATFORM ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE RELEASED PARTIES DISCLAIM, WITH RESPECT TO THE MATERIALS AND ALL OTHER CONTENT ON THE SITES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  FOODOSTI DOES NOT REPRESENT OR WARRANT THAT THE FOODOSTI PLATFORM, THE MATERIALS AND/OR THE OTHER CONTENT ON THE FOODOSTI PLATFORM WILL BE SECURE, UNINTERRUPTED AND/OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND/OR THAT THE FOODOSTI PLATFORM, THE MATERIALS AND/OR OTHER CONTENT ON THE FOODOSTI PLATFORM ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. FOODOSTI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE FOODOSTI PLATFORM, THE MATERIALS AND/OR ANY OTHER CONTENT ON THE FOODOSTI PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE QUALITY AND/OR TIMING OF THE FOOD OR OTHER PRODUCTS ORDERED ON THE SITES. YOU (AND NOT FOODOSTI) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RELATING TO YOUR USE OF THE FOODOSTI PLATFORM, THE MATERIALS AND/OR OTHER CONTENT ON THE FOODOSTI PLATFORM. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.
2. YOU AND FOODOSTI AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND FOODOSTI AGREE THAT THE WARRANTY DISCLAIMERS IN THESE TERMS OF USE AND THE LIMITATIONS OF LIABILITY IN YOUR PARTNER AGREEMENT ARE FAIR AND REASONABLE.
3. IF YOU ARE DISSATISFIED WITH THE FOODOSTI PLATFORM OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE FOODOSTI PLATFORM, EXCEPT AS MAY BE OTHERWISE PROVIDED FOR IN THIS SECTION.

12. THIRD PARTY LINKS

1. The Foodosit Platform may contain links to websites that are owned, controlled, developed, sponsored and/or maintained by third parties and which may be subject to additional terms and conditions (“Third Party Websites”). Foodosti does not review, monitor, operate and/or control the Third Party Websites and Foodosti makes no guarantees, representations and/or warranties as to, and shall have no liability for, the content available on or through and/or the functioning of the Third Party Websites. By providing access to Third Party Websites, Foodosti is not recommending and/or otherwise endorsing the products and/or services provided by the sponsors and/or owners of those websites. Your access and/or use of the Third Party Websites, including providing information, materials and/or other content to the Third Party Websites, is entirely at your own risk. Foodosti reserves the right to discontinue links to any Third Party Websites at any time and for any reason, without notice.

13. ADDITIONAL TERMS

1. The terms and conditions of all other Foodosti Terms and Conditions, and Agreements (e.g., Restaurant Terms and Conditions, Consumer Terms and Conditions, etc.) are incorporated into this Agreement by reference. Additionally, your use of the Foodosit Platform is subject to any and all additional terms, policies, rules or guidelines applicable to Foodosti’s services or certain features of the Foodosit Platform that we may post or link to on the Foodosit Platform (collectively, the “Additional Terms”), such as end-user license agreements, or other agreements or rules applicable to particular features, promotions or content on the Foodosit Platform. All such Additional Terms are hereby incorporated into this Agreement by reference.

14. VIOLATIONS OF THE AGREEMENT

1. Arbitration – Except as provided by your Partner Agreement, Foodosti reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including without limitation the right to block access to the Foodosit Platform from a particular device and/or IP address.

15. CHANGES TO THE AGREEMENT

1. Foodosti may change this Agreement from time to time. If we make a change to this Agreement, we will make the most current version of this Agreement accessible to Delivering Parties, Merchant Parties,  and Consumers. If we make a material change to the Agreement, we will notify you. By continuing to access and/or use the Foodosit Platform after we post any Updated Terms, you agree to the Updated Terms. Except as provided by your Partner Agreement, this Agreement will govern any disputes arising before the effective date of the Updated Terms.

16. GOVERNING LAW

1. You acknowledge and agree that your access to and/or use of the Foodosit Platform, the Materials and other content on the Sites and Applications is subject to all applicable international, federal, state and local laws and regulations. The terms, conditions, and policies contained in this Agreement shall be governed by and construed in accordance with the laws of Kentucky, without regard to its conflict of other laws and principles.

17. WAIVER AND SEVERABILITY

1. Any waiver by Foodosti of any provision of this Agreement must be in writing and signed by both parties. If any portion of this Agreement is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of this Agreement shall continue to be enforceable and valid according to the terms contained herein.