Fooda® User Terms of Use

ACCEPTANCE OF TERMS OF USE
Fooda, Inc. ("Fooda" or "us" or "our") operates www.fooda.com, mobile native applications, the mobile versions and any individual sites or merchant-specific, product-specific, area-specific, or other physical location or Event sites we have now or in the future. By using our Site and any Fooda Services available through or otherwise described within the Site, you as the User agree to these Terms of Use, our Privacy Policy (http://www.fooda.com/privacy-policy), and any additional terms applicable to certain programs in which you may elect to participate as any of the same may exist from time to time (collectively, these "Terms of Use" or this "Agreement"). THIS AGREEMENT INCLUDES AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION ON AN INDIVIDUAL BASIS AND THUS PROHIBITS CLASS ACTION CLAIMS. PLEASE REFER TO SECTION 12 FOR ADDITIONAL DETAILS. THIS AGREEMENT ALSO CONTAINS A LIMITATION OF LIABILITY THAT LIMITS YOUR RIGHTS TO RECOVER DAMAGES IF THERE IS A DISPUTE BETWEEN US UNDER THIS AGREEMENT. PLEASE REFER TO SECTION 19 FOR ADDITIONAL DETAILS. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING THE SITES AND DO NOT USE ANY FOODA SERVICE.
 

1. Definitions

• “Events” or “Event” means Host sponsored or promoted event(s) where Fooda coordinates services with Merchants.
• “Fooda Services” means any goods, services, content, or offers provided to a User whether onsite, off premises, online, public location or Merchant’s location. Fooda sells Fooda Services on behalf of the Merchant under the following categories:
  • “Catering” means a Host placing an order for an Event. The Host chooses the Merchant(s), items, quantities, and applicable logistics such as delivery location and time. These orders may be bespoke or blanket orders that cover an extended period of time.
  • “Offers” means a gift certificate, discount, coupon and/or voucher offered to Users that they may redeem for a Merchant’s products and/or services.
  • “Popup” means a Merchant coming to a Host’s site and serving food and/or providing beverages or other Fooda Services to Users. Popup Events may be prepaid by the Host, subsidized, or fully paid on site by the Users.
  • “Delivery” means an online ordering platform that is utilized by a Host to allow their Users to choose their selection before the order is placed.
  • “Workplace Convenience Services” or “WCS” means goods and services that include vending, micro markets, coffee, pantry, or beverages. WCS may be paid by the Host, subsidized, or fully paid by the Users.
• “Hosts” means third parties that provide access to the Merchants and make Fooda Services available to you. These may include your employer, commercial or residential property managers, channel partners, government entities, hospitals, sports and entertainment venues, schools, individuals or ad hoc groups.
• “Merchant” means a restaurant, catering company, bar, food truck, ice cream shop, manufacturer, distributor, brewery, winery, chef, or any other company or individual providing or assisting in providing Fooda Services.
• “Sites” mean electronic and physical locations where Users have access to Fooda Services. Electronic locations include Fooda’s website and mobile applications (“Electronic Sites”). Physical locations include Host owned or managed locations such as work places, schools, shopping centers, hospitals, government buildings, meeting spaces, lobbies, sports and entertainment venues, or public spaces (“Physical Sites”).
• “User” means a user of the Fooda Services or Sites.

2. Permitted Uses
The Sites provide an online and offline marketplace operated by Fooda, consisting primarily of food and beverage services on behalf of Merchants and placing orders for goods or services to be provided by the Merchants. The goods or services will be provided by the Merchant identified on the Site. As a condition of your use of the Site or the Fooda Services, you agree that:

• You are an individual person at least 18 years of age;
• You possess the authority to create a binding legal obligation;
• Your use of this Site and Fooda Services will at all times comply with the terms of this Agreement;
• If you elect to create an account on the Electronic Sites:
  • You may only make legitimate purchases that comply with the letter and spirit of the terms of the respective Fooda Services;
  • You must safeguard your password and supervise the use of your account, and understand and agree that you are responsible for your own use and the use of your account by anyone you allow to access it; and
  • You represent that you have the right to provide any and all information you submit to or post within the Electronic Sites, that the information is only about yourself, and that all such information is created by you, accurate, true, current and complete.

3. Availability of the Sites and Fooda Services
You acknowledge that there may be interruptions in the Sites, Fooda Services or Events that are beyond our control. While we use reasonable efforts to keep the Electronic Sites accessible, the Electronic Sites may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, your access to the Electronic Sites may be interrupted, suspended or terminated. You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet and/or the Electronic Sites. Fooda retains the right at our sole discretion to deny service, or access to the Site, to anyone or any account, at any time and for any reason.
 

4. Ownership of the Electronic Sites
All software and source code included within or otherwise associated with the Electronic Sites shall, as between you and Fooda, remain owned solely and exclusively by Fooda. The content and information on the Electronic Sites as well as the software and infrastructure used to provide the Electronic Sites, is proprietary to us or our Merchants and other partners. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, reverse engineer, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Electronic Sites.
 

5. Transmission of Information
Because we do not control the security of the Internet or other networks you use to access the Electronic Sites or communicate with us, we cannot be, and are not responsible for, the security of information that you choose to communicate with Fooda and the Electronic Sites. In addition, Fooda is not responsible for any lost data.
 

6. Your Conduct on our Electronic Sites
Our Electronic Sites are our private property. All interactions on the Electronic Sites must be lawful and must comply with these Terms of Use. To the extent your conduct (as judged by us in our sole discretion) restricts or inhibits any other User from using or enjoying any part of the Electronic Sites, we may limit or terminate your privileges on the Electronic Sites, your use of the Fooda Services, and/or seek other remedies. PLEASE DO NOT ENGAGE IN ANY OF THE FOLLOWING ACTIVITIES, as they are prohibited on the Electronic Site and constitute express violations of this Agreement:

• Submitting any purposely inaccurate information, committing fraud or falsifying information in connection with your Fooda account or use of Fooda Services;
• Attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
• Attempting to scan, or test the security or configuration, of the Electronic Sites or to breach security or authentication measures without proper authorization;
• Tampering or interfering with the proper functioning of any part, page or area of the Electronic Sites and any and all functions and services provided by Fooda;
• Attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our Electronic Sites, or attempts at overloading, "flooding", "spamming", "mail bombing" or "crashing" the Electronic Sites;
• Using the Electronic Sites or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly, with Fooda;
• Reselling or repurposing your access to the Electronic Sites or any purchases made through the Electronic Sites;
• Using the Electronic Sites or any of its resources to solicit Electronic Sites’ end users, visitors, Merchants or other business partners of Fooda to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Fooda, including without limitation, aggregating current or previously offered deals;
• Using any User or Merchant information from the Electronic Sites for any commercial purpose, including, but not limited to, marketing;
• Exceeding or attempting to exceed quantity limits when purchasing items or otherwise using any Fooda account to purchase goods or services for resale, or for speculative, false, fraudulent or any other purpose not expressly permitted by this Agreement and the terms of a specific Offer on the Electronic Sites;
• Accessing, monitoring or copying any content or information from the Electronic Sites, or using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
• Violating the restrictions in any robot exclusion headers on the Electronic Sites or bypassing or circumventing other measures employed to prevent or limit access to the Electronic Sites;
• Taking any action that places excessive demand on our services, or Electronic Sites, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
• Aggregating any live or post-feature content or other information from the Electronic Sites (whether using links or other technical means or physical records associated with purchases made through the Electronic Sites) with material from other sites or on a secondary site without our express written permission.
• Deep-linking to any portion of the Electronic Sites (including, without limitation, the purchase path for any Offer) without our express written permission;
• Acting illegally or maliciously against the business interests or reputation of Fooda, our Merchants or our services; or
• Hyperlinking to the Electronic Sites from any other website without our initial and ongoing consent.

7. Creating an Account on our Electronic Sites; Payment Terms
If you create an account on our Electronic Sites, you may only create and hold one account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person. If you violate any of these limitations we may terminate your account, and without limitation, you may forfeit any pending, current or future promotional account credits and any unredeemed vouchers in your account. If we terminate your account, you may not re-enroll or join under a new account unless we formally invite you. If we determine that you commit fraud or falsify information in connection with your use of the Electronic Sites or in connection with your Fooda account, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, to pursue legal action through relevant local and national law enforcement authorities and to notify your internet service provider of any fraudulent activity we associate with you or your use of the Electronic Sites.

By using the Fooda Services and agreeing to this Agreement, you also agree to be bound by any third-party payment terms, and you consent and authorize us and any third party payment provider to share any information and payment instructions you provide with third party service provider(s) to the minimum extent required to complete your transactions on the Sites. You are responsible for all transactions (one-time, recurring, and refunds) processed through any third-party payment provider. Fooda is not liable for loss or damage from errant or invalid transactions processed by any third-party payment provider. This includes transactions that were not processed due to a network communication error, or any other reason. If you enter into a transaction, it is your responsibility to verify that the transaction was successfully processed. You understand and agree to not hold Fooda liable for any adverse effects that actions (whether intentional or unintentional) on the part of any third-party payment provider may cause to your Fooda account.

• Your total price will include any applicable sales tax. Except as set forth in these Terms of Use. ALL SALES ARE FINAL. NO CREDITS OR REFUNDS WILL BE MADE. Notwithstanding our no refunds policy, we may offer credits or refunds at our sole discretion in certain extraordinary circumstances.
• You are responsible for the timely payment of all products and services you purchase through your account. All fees will be billed to the credit card or payment processing account you designate through your account. You must make any changes to your payment method online.
• Prices for any products and services offered via the Fooda Services may change at any time, and the Fooda Services do not provide price protection or refunds even if there is a price reduction or promotional offering.

 

8. Terms of Sale
Orders you purchase through our Sites or at an Event are purchased from participating Merchants through the Fooda Service. The purchases are for certain goods, services or experiences offered by, or facilitated through, the Merchant identified on the Sites. The Merchant is solely responsible for fulfilling the order. The Merchant that fulfills your orders is the issuer of the Offer and is fully responsible for all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs ("Liabilities") it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or not. You waive and release Fooda and its subsidiaries, affiliates, partners, officers, directors, employees, agents, and Hosts from any Liabilities arising from or related to (i) any act or omission of a Merchant in connection with the Fooda Services it provides, (ii) any food, goods, or drinks purchased from or otherwise provided by any Merchant, and/or (iii) any failure by the applicable Merchant to fulfill its obligations towards you relating to any Offer or other transaction agreed between you and a Merchant.

By purchasing any Offer you agree to the terms of this Agreement and the terms on the Offer itself and any additional Offer specific terms at the time of purchase (collectively, the "fine print" regardless of how labeled). These rules apply to all Offers made available through the Sites or that we otherwise make available, unless a particular Offer's fine print states otherwise, and except as otherwise required by law. In the event of a conflict between this Agreement and an Offer's fine print, the Offer's fine print will control.

Fooda is a service provider for the Merchant identified on the Sites. Descriptions of the products or services advertised on the Sites are provided by the Merchants or other referenced third parties. Fooda is not responsible for any performance or quality claims associated with product or service descriptions.

Merchants may advertise services on the Sites that may require an up-to-date regulatory authorization, license or certification. Fooda does not verify, validate or collect evidence of any regulatory authorization, license or certification from any Merchant, and does not otherwise endorse any Merchant. You are solely responsible for investigating each Merchant before purchasing any such Merchant's goods or services to determine if a Merchant is qualified to deliver or perform the advertised good or service. Merchant is solely responsible for the care and quality of goods and services being provided.

Notwithstanding the foregoing, if a Merchant or venue refuses to honor any Offer, Fooda may, as its sole and exclusive discretion regarding same, refund the amount you paid in connection with such Offer upon written request, in the original form of payment. Need a refund or have a question? Email Fooda at [email protected]. Offers are not redeemable for cash, unless required by law. Unauthorized reproduction, resale, modification, transfer, assignment or trade of Offers is prohibited.

Catering Orders: All orders are subject to our standard cancellation policy unless otherwise noted on our sales order. Our standard cancellation policy is that any order cancelled up to 48 hours before the Event will receive a full refund. Any order cancelled within 48 hours of an Event will receive no refund.

Popup Coupons:

• Coupons have an expiration date listed on the coupon. The coupon is not redeemable beyond its expiration date.
• Only one coupon per customer per meal can be redeemed.
• Each coupon can only be used one time. Photocopied, altered or fraudulent coupons will not be accepted.
• Coupons have no cash value.

Popup Pre-Paid Vouchers:

• Pre-Paid Vouchers have no expiration date.
• Redemptions that amount to less than the face value of the Voucher receive cash back from the applicable Merchant.
• Vouchers are refundable for their full-face value less a 10% processing fee provided that the refund is requested prior to redemption (whether in whole or in part). Refund requests should be sent to [email protected].
• Vouchers are subject to a 5% non-refundable service fee at time of purchase.
• Fooda is not responsible for lost or stolen vouchers that are redeemed by an unauthorized party.
• Photocopied, altered or fraudulent vouchers will not be accepted.
• If a voucher is used more than one time, then the additional uses plus a 25% service fee will be charged to the original purchasing User.

9. Fooda Rewards
This Section sets forth the terms of the Fooda Popup rewards program (“Fooda Rewards”) which is operated by Fooda. BY ACCESSING OR PARTICIPATING IN FOODA REWARDS, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE FOODA REWARDS TERMS OF USE, DO NOT PARTICIPATE IN FOODA REWARDS.

Fooda reserves the right to change, modify and/or eliminate Fooda Rewards, or any policy, FAQ, or guideline pertaining to Fooda Rewards at any time and in its sole discretion. Any changes or modifications will be effective immediately upon posting the revisions to www.fooda.com, and you waive any right you may have to receive specific notice of such changes or modifications. Your participation in Fooda Rewards confirms your acceptance of, and agreement to be bound by, these Fooda Rewards terms, and any such changes or modifications; therefore, you should review these Fooda Rewards terms and applicable policies and FAQs and visit www.fooda.com frequently to keep abreast of and understand the terms and conditions that apply to Fooda Rewards.

Fooda Rewards is one way in which Fooda strives to reward and thank loyal customers for patronizing our business. Members of Fooda Rewards are able to earn and accumulate “Points” that can be redeemed for Fooda Rewards benefits, also known as “Rewards,” at participating Fooda locations and with participating Fooda restaurant partners. Unfortunately, not all Fooda locations and Fooda restaurant partners have the ability to award Points or honor Rewards at this time. Check with each location to determine the nature of each location’s participation in Fooda Rewards.

Joining Fooda Rewards: To enroll in Fooda Rewards and begin accumulating Points you can sign up by download the Fooda iOS or Android mobile app or by joining online at Fooda.com. If you already have the Fooda iOS or Android mobile app, follow the prompt to add your phone number to your existing account. At participating Fooda locations, provide your phone number to the cashier as part of the transaction to earn Points for your purchase. If you use a credit card during a purchase in a jurisdiction where your phone number can be requested, Fooda will link your credit card to your account and automatically provide Points for future purchases made with the same credit card.

Earning Points: You can earn Points by making purchases by providing your mobile phone number or using a linked credit card at any participating Fooda location with a participating Fooda restaurant partner. You will earn Points based on the value of your purchase at the rate of two (2) Points for each One Dollar ($1.00) you spend at participating Fooda Popup locations. Taxes, coupons and Rewards do not qualify to earn Points. Points are earned and awarded in fractional amounts depending on the value of your purchase. Generally, Points for qualifying purchases from participating locations are automatically added to your account within twenty-four (24) hours. If you return food that you purchased or receive a refund, any Points you received as part of the initial purchase will be deducted from your Points balance for the amount of the return or refund. Fooda reserves the right to change how Points are earned, deducted or rewarded, or any other terms related to Points, such as Point expiration, at any time and without advanced notice.

Fooda Rewards: Once you have accumulated enough points to reach a redemption level, you can redeem the Points for a Reward coupon within the Fooda mobile app or on Fooda.com. The Reward coupon can be used at any participating Fooda location and participating restaurant partner for a discount on a purchase. EACH REWARD COUPON HAS AN EXPIRATION DATE. You can view and track your Reward balance and available Rewards by using the Fooda mobile app. Fooda reserves the right to change redemption amounts required for Reward coupons at its sole discretion at any time, and to cancel the Rewards program. You should visit www.fooda.com for the latest information on Fooda Rewards.

Miscellaneous: Your Points and Rewards, and your account under Fooda Rewards are personal to you and may not be sold, transferred or assigned to, or shared with, family, friends or others, or used by you for any commercial purpose. You may have only one (1) Fooda Rewards account and that account is personal to you. Our fraud prevention system has a limit of one transaction per day per Rewards account identified via a phone number.

Without notice to you, Fooda reserves the right to suspend and/or terminate your account and/or your participation in Fooda Rewards if Fooda determines in its sole discretion that you have violated this Agreement, you have more than one (1) account, or that your account has been used in any unauthorized, deceptive, fraudulent or otherwise unlawful ways. Fooda may, in its sole discretion, suspend, cancel or combine accounts that appear to be duplicative. In the event that your participation in Fooda Rewards is terminated, then all accumulated Points and Rewards in your account are void.

Without notice to you, Fooda also reserves the right to void specific Reward Points if Fooda, in its sole discretion, determines that the Points were earned through unauthorized, deceptive, fraudulent or otherwise unlawful means. Fooda reserves the right to terminate, discontinue or cancel the Fooda Rewards program at any time and in its sole discretion without notice to you, except as may be disclosed on www.fooda.com.
 

10. Copyright and Trademarks.
All content made available on or in the Electronic Sites is the exclusive property of Fooda or its licensors. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE WITHOUT THE EXPRESS WRITTEN PERMISSION OF FOODA IS PROHIBITED. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

The Electronic Sites contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Electronic Sites are protected by copyright as a collective work under the United States copyright laws. Fooda owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as a license to use the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. You may download, print and/or save copyrighted material for your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Fooda or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted in a given instance, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

FOODA is a federally registered trademark of Fooda, Inc. It, together with other trademarks that are located within or on the Sites or otherwise owned or used in conjunction with Fooda, shall not be deemed to be in the public domain but rather are the exclusive property of Fooda, unless such mark or site is under license from the owner thereof, in which case such license is for the exclusive use of Fooda by virtue of the license with the licensor, unless otherwise stated.

You will not upload, post or otherwise make available on the Electronic Sites any material protected by copyright, trademark, or other proprietary or publicity right without the express permission of the owner of the copyright, trademark, or other proprietary or publicity right. Fooda does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted, trademarked or otherwise protected or owned by a third party. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, publicity rights, or any other harm resulting from such a submission. By submitting material to any public area of the Electronic Sites, you warrant that you and/or the owner of such material has expressly granted Fooda the royalty-free, perpetual, irrevocable, assignable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other end user to access, view, store or reproduce the material for that end user's personal use. You also grant Fooda the right to edit, copy, publish and distribute any material that you make available on the Electronic Sites. 
 

11. Notice and Procedure for Making Claims of Copyright Infringement; Digital Millennium Copyright Act (“DMCA”) Notice and Take-Down Procedure.
Fooda respects the intellectual property rights of others, and reserves the right to terminate its agreement with you or any other end users who infringe others’ copyrighted works. We abide by the DMCA by responding to notices of alleged infringement that comply with the DMCA and other applicable laws.

To file a notice of infringing material on an Electronic Site owned or controlled by us (such as www.fooda.com), please submit the following information to our copyright agent:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work(s) that you believe is being infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• A description of the material that is claimed to be infringing and information reasonably sufficient to allow the material to be located, providing URLs in the body of an email is the best way to help us locate content quickly;
• Your name, address, telephone number, and email address;
• A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information you provided in your notice is accurate and, under penalty of perjury, you are the copyright owner or authorized to act on behalf of the copyright owner.

 
Notices of claimed copyright infringement should be directed to:

Fooda, Inc.
Attn: Copyright Agent
1 N. Dearborn St, Suite 600
Chicago, IL 60602
[email protected]

Counter-Notification

If you are a registered user of and Electronic Site owned or controlled by us (such as www.fooda.com) and you feel that material that you have placed online and that has been removed following an infringement complaint is in fact NOT an infringement, you may file a counter notification that must contain the following details:

• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
• A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
• Your name, address and telephone number;
• A statement that you consent to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for any judicial district in which Fooda may be found and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
• Your physical or electronic signature.

Please send your notice to:

Fooda, Inc.
Attn: Copyright Agent
1 N Dearborn St, Suite 600
Chicago, IL 60602
[email protected]

Our Copyright Agent will present your counter notification to the person who filed the infringement complaint. Once your counter notification has been delivered, we are allowed under the provisions of Section 512 of the DMCA to restore the removed material in not less than ten or more than fourteen days, unless the complaining party serves notice of intent to obtain a court order restraining the restoration.

If you do not comply with all of the requirements of this section, your DMCA notice or counter notification may not be valid. Only DMCA notices and counter notifications should go to our Copyright Agent. If you send an email or notice to our Copyright Agent without a proper subject line, or for purposes other than communication about copyright claims, we may not acknowledge or respond to your communication. Any other feedback, comments, requests for technical support, and other communications should be directed to our customer service at [email protected].

It is our policy to terminate, under appropriate circumstances, any accounts of individuals who are repeat copyright infringers, and we reserve the right, in our sole discretion, to terminate any access by individuals for actual or apparent copyright infringement.
 

12. Arbitration.
Both you and Fooda agree to make reasonable efforts to resolve any disagreements that you have with Fooda or related to Fooda Services or the Site. If those efforts fail, by using the Sites or Fooda Services you agree that any claim, dispute, or controversy you may have against Fooda arising out of, relating to, or connected in any way with this Agreement, the Sites, the Fooda Services, or any purchase(s), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures"). You agree further that: (a) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Fooda; (b) the arbitrator shall apply Illinois law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Fooda's individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Fooda will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (e) with the exception of subpart (c) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Fooda shall be entitled to arbitrate the applicable dispute. 
 

13. End User Communications.
Fooda in some instances allows you and other end users to use the Electronic Sites to express opinions and communicate through reviews, forums, bulletin boards, discussion groups, chat rooms or other communication facilities that may be offered on or through the Electronic Sites from time to time (collectively "Communities"). Fooda has the right, but not the obligation, to monitor the content within the Communities at any time, for any reason, including to determine compliance with this Agreement and any operating rules established by Fooda, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Fooda has the right, but not the obligation, to remove any material from the Communities that Fooda, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable in any way. Any opinions, advice, ratings, discussions, comments, and/or other messages or postings of any kind made by you or any other end user to the Communities (collectively, "Statements"), are those of the respective author(s) or distributor(s) and not of Fooda. 
 

14. Websites of Others.
The Electronic Sites contain links to websites maintained by other parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk. 
 

15. Public Nature of Your Statements.
You understand and agree that all Statements are public and not private. Any other person (whether or not a user of Fooda's services) may read your Statements without your knowledge. Please do not include any personal information in your Statements. Fooda does not control or endorse any Statement found in any part of the Communities, and we specifically disclaim any liability concerning the Statements and the Communities and any actions resulting from your participation in any part of the Communities, including any objectionable content. Any and all Statements you post to our Electronic Sites are not confidential. All suggestions, recommendations, bug-fixes, error-fixes or other communications from you to Fooda regarding the Sites or the Fooda Services shall, upon submission to Fooda, be owned solely and exclusively by Fooda. Fooda shall not be responsible for the return of any Statements of any kind to you upon any termination of this Agreement or suspension of your access to the Electronic Site or account, including without limitation any information input into the Electronic Site by you. 
 

16. License Grant.
By posting Statements or other information on or through the Communities, you grant Fooda a royalty-free, perpetual, irrevocable, transferable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sub-licensees. To the extent you are identified in any way in any of the Statements or information you post in any of the Communities whether by the use of your name or any other identifying characteristics or information, you agree to waive any rights to privacy or publicity you may have under any local, state or federal law in connection with the Statements or information and consent to Fooda and its sublicensees to use such personally identifiably information to promote, advertise, and otherwise for any commercial purpose. Your license of any Statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation. 
 

17. Indemnification/Release.
You agree to defend, indemnify and hold harmless Fooda, its subsidiaries, affiliates, Hosts, Merchants, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of or related to any products or services purchased by you in connection with the Site or Fooda's Services or your use of the Sites or Fooda Services or in violation of this Agreement.

You agree to defend, indemnify and hold harmless Fooda, its subsidiaries, affiliates, Hosts, Merchants, and their respective directors, officers, employees and agents from and against all third party claims and expenses, including attorneys' fees, arising out of your use of the Sites or Fooda Services or in violation of this Agreement.

You are solely responsible for your interactions with Merchants and other users of the Sites. To the extent permitted under applicable laws, you hereby release Fooda, its subsidiaries, affiliates, and Hosts from any and all claims or liability related to any goods or service of a Merchant, any action or inaction by Merchant, including Merchant's failure to comply with applicable law and/or failure to abide by the terms of a Fooda agreement, and any conduct or speech, whether online or offline, of any other user. 
 

18. Disclaimer of Warranty.
FOODA SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND FOODA DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES REGARDING ELECTRONIC SITES UPTIME AND/OR DOWNTIME, AND/OR ANY WARRANTIES AS TO THE RESULTS THAT ANY USER MAY ACHIEVE ON ACCOUNT OF USE OF ANY FOODA SERVICES.
 

19. Limitation of Liability; Statute of Limitations.
IN NO EVENT SHALL FOODA, ITS SUBSIDIARIES, AFFILIATES, PARTNERS, HOSTS NOR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO FOODA SERVICES, YOUR USE OF THE SITES, THE CONTENT, STATEMENTS (AS DEFINED ABOVE) AND OTHER INFORMATION CONTAINED THEREIN OR THESE TERMS OF USE. IN NO EVENT WILL FOODA'S OR HOST’S LIABILITY IN CONNECTION WITH A PURCHASE EXCEED THE AMOUNTS PAID FOR SUCH PURCHASE. FOODA AND THE HOST’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN CONNECTION WITH FOODA'S SERVICES DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR FIVE HUNDRED DOLLARS ($500), WHICHEVER IS LESS. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF FOODA OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Fooda Service, the Sites or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
 

20. Termination.
Fooda may terminate these Terms of Use and/or your account at any time. Without limiting the foregoing, Fooda has the right to immediately terminate or suspend any of your passwords or accounts in the event Fooda considers, in its sole discretion, any of your conduct to be unacceptable, objectionable or in the event you breach this Agreement. Notwithstanding the above, these Terms of Use will survive termination of this Agreement. 
 

21. Choice of Law.
Any disputes arising out of or related to these Terms of Use and/or any use by you of Fooda's Site or services shall be governed by the internal laws of the State of Illinois, without regard to its choice of law rules and without regard to conflicts of laws principles except that the Arbitration provision shall be governed by the Federal Arbitration Act. 
 

22. Modification of this Agreement.
Fooda reserves the right at all times to discontinue or modify any part of this Agreement as we deem necessary or desirable. If we make changes that materially affect your use of the Electronic Sites or the Fooda Services, we will notify you by sending you an email to the email address that is registered with your account and/or by posting the updated Agreement on the Electronic Sites. Any changes to these Terms of Use will be effective upon the earlier of our dispatch of an email notice to you or our posting of notice of the changes on our Electronic Sites, provided that, these changes will not apply to purchases prior to the effective date of such changes. These changes will be effective immediately for new Users of our Electronic Sites and for all purchases after the effective date of the change. We suggest that you revisit our Terms of Use from time to time to ensure that you stay informed of any such notifications of changes to the Electronic Sites. Your use of the Site after we update these Terms of Use will constitute acceptance of the modified Terms of Use.

We also reserve the right to change or discontinue any aspect or feature of our services or the Site including, but not limited to requirements for access or use. 
 

23. Additional Disclosures.
No waiver by either you or Fooda of any breach or default or failure to exercise any right allowed under this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under this Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. You may not assign or otherwise transfer the Terms of Use or any right granted hereunder. Fooda shall not be liable to you for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control. This Agreement sets forth the entire understanding and agreement between us and supersedes all prior understandings and agreements between you and Fooda with respect to the subject matter hereof

Fooda is located at 1 N Dearborn Street, Ste 600, Chicago, IL 60602.

The provisions of these Terms of Use apply equally to and are for the benefit of Fooda, its subsidiaries, affiliates, Hosts, Merchants and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions against you directly or on its own behalf. 

A printed version of these Terms of Use and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.