YouFeed provides an online marketplace connection, using web-based technology that connects you with independent food preparers (“Contractors”). YouFeed’s software permits consumers to place orders for food from Contractors, who prepare the food in their own kitchen using their own ingredients and recipes. YouFeed is not a restaurant, delivery service, or food preparation business.
If you access the website located at www.youfeedapp.com, install or use YouFeed’s mobile application, install or use any other software supplied by YouFeed or access any information, function, or service available or enabled by YouFeed (each, a “Service” and collectively, the “Services”), or complete the YouFeed account registration process, you, your heirs, assigns, and successors hereby represent and warrant that:
(a) you have read, understand, and agree to be bound by this Agreement;
(b) you are of legal age in the jurisdiction in which you reside to form a binding contract with YouFeed (the “Minimum Age”); and
(c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization on whose behalf you created an account and to bind such organization to the Agreement.
The terms “User” and “Users” refer to all individuals and other persons who access or use the Services, including, without limitation, any organizations that register accounts or otherwise access or use the Services through their respective 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 YouFeed’s Services.
Subject to this Agreement, YouFeed reserves the right to modify and/or supplement this Agreement or its policies related to the Software or Services at any time, effective upon posting an updated version of this Agreement through the Services. It is your responsibility to regularly review this Agreement as your continued use of the services after any such changes constitutes your agreement to such changes.
3. ADDITIONAL TERMS AND POLICIES
4. THE WYOMING FOOD FREEDOM ACT
You understand that the food marketed and advertised on the Services is homemade for your own consumption and as such, these homemade food products are exempt from licensure, permitting, inspection, packaging and labeling requirements that may apply to food prepared in a commercial kitchen.
Pursuant to the Wyoming Food Freedom Act, transactions shall only be for food meant for home consumption, shall occur only in Wyoming, shall not involve interstate commerce, and shall at all times comply with the specific mandates set forth in W.S. § 11-49-103.
Contractors are required to use the stickers provided by YouFeed. This labeling ensures compliance with the Food Freedom Act. The food must be packaged in packaging that is clearly labeled “This homemade food was made in an uninspected Wyoming home kitchen and is not certified, labeled, licensed, packaged, regulated or inspected by the State of Wyoming, or any of its subdivisions or agencies. It is sold in accordance with the Wyoming Food Freedom Act.”
5. RULES AND PROHIBITIONS
By using the Services, you agree that:
(a) You will only use the Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other users, YouFeed (including its employees, officers, agents, directors, and assigns), or the YouFeed community.
(b) You will only use the Services in accordance with all applicable laws, including copyrights, trade secrets, or other rights of any third part, including privacy or publicity rights.
(c) You will only access the Servicers using means explicitly authorized by YouFeed.
(d) You will not 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 though the Services.
(e) You will not use the Services to perpetuate, create or otherwise cause any nuisance, annoyance or inconvenience.
(f) You will not use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to any Merchant, user, or Contractor, unless YouFeed has given you prior permission to do so in writing.
(g) You will not copy or distribute the Software or any content displayed through the Services including the Contractors’ menu content and reviews, for republication in any format or media.
(h) You will not compile, directly or indirectly, any content displayed through the Services except for your personal, non-commercial use.
(i) The information you provide when you register an account or otherwise communicate is accurate, you will promptly notify YouFeed of any changes to such information, and you will provide YouFeed with whatever proof of identity we may reasonably request.
(j) You will keep secure and confidential your account password and any identification credentials we provide you, which permits access to the Services.
(k) You will use the Software and Services only for your own use and will not directly or indirectly resell, license, or transfer the Software, Services, or content displayed by the Services, Contractor, or third party.
(l) You will not use the Services in any way that could damage, disable, overburden, or impair any YouFeed server or the networks connected to any YouFeed server.
(m) You will not attempt to gain unauthorized access to the Services and/or to any account, resource, computer system, and/or network connected to any YouFeed server.
(n) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures used to prevent or restrict access to the Services or use of the Services or content therein.
(o) You will not deep-link to the YouFeed website or access the YouFeed website or mobile application manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame or monitor any portion of the YouFeed website or mobile application.
(p) You will not conduct any systematic retrieval of data or other content from the Services.
(q) You will not try to harm other users, contractors, YouFeed, or the Services in any way whatsoever.
(r) You will report any errors, bugs, unauthorized access methodologies or any breach of YouFeed’s intellectual property rights that you uncover in your use of the Services.
(s) You will not 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.
(t) You will not use YouFeed to sell raw meat or raw seafood.
(u) You will not use YouFeed to sell, use or incorporate any wild game meat into your food.
(v) You will not attempt to undertake any of the aforementioned actions.
6. NON-PERMITTED USES
By using the Services, you agree to the following:
(a) Adult Services and Pornography. YouFeed does not allow any exchange of adult-oriented or pornographic materials and/or services.
(b) Inappropriate Behavior and Language. Any communication on the Services shall be friendly and constructive. YouFeed condemns bullying, harassment, and hate speech towards others. YouFeed further does not tolerate users who engage in targeted abuse or harassment towards other users. This includes creating multiple accounts to harass other users.
(c) Phishing and Spam. YouFeed takes its users’ security seriously. Any attempts to publish or send malicious content with the intent to compromise another’s account is strictly prohibited.
(d) Privacy and Identity. You may not publish or post other people’s private and confidential information using YouFeed’s Services. Any users who engage and communicate off the Services are not protected by these Terms of Service.
(e) Authentic Profile. You may not create a false identity on the Services, misrepresent your identity, create a YouFeed profile for anyone other than yourself, or use or attempt to use another’s account or information. To prevent fraud or abuse, users are limited to one active account. Any additional account will be determined to circumvent these Terms of Service. You may not buy or sell accounts.
(f) Fraud/Unlawful User. You may not use the Services for any unlawful purposes or to conduct illegal activities.
7. CONTRACTORS ARE INDEPENDENT
You understand and agree that YouFeed provides a technology platform connecting you with independent food service providers and others that provide the products offered through the Services. You acknowledge and agree that YouFeed does not itself prepare food or offer any delivery service and has no responsibility or liability for the acts or omissions of any Contractor. YouFeed is not the retailer of any products offered by the Contractors, nor is it in the delivery business or a common carrier. YouFeed provides a technological platform facilitating the transmission of orders by users to Contractors for food for pickup or delivery. You agree that YouFeed is not responsible for the Contractor’s food preparation or the safety of the food, and does not verify the Contractor’s compliance with applicable laws or regulations. YouFeed has no responsibility for the acts or omissions of the Contractors.
You agree that the goods you purchase will be prepared by the Contractor you selected, that title to the goods passes from the Contractor to you at Contractor’s location. You agree that YouFeed does not hold title to or acquire any ownership interest in any goods ordered through the Services.
8. 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. 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 status, 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 YouFeed immediately. YouFeed will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by YouFeed or a third party arising from someone else using your account, regardless of whether you have notified YouFeed of such unauthorized use. If you provide any information that is untrue, inaccurate, not current or incomplete, or YouFeed has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, YouFeed 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. You agree not to create an account or use the Services if you have been previously removed by YouFeed, or if you have been previously banned from use of the Services.
9. USER CONTENT
(a) YouFeed app uses stripe payments. which requires information about your phone number and apps installed on the device in order to ensure secure and successful payment.
(b) User Content. YouFeed may provide you with interactive opportunities, such as the ability to post user ratings and reviews (collectively referred to as “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 hereby grant YouFeed a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicenseable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with YouFeed’s business and in all forms now known or hereafter invented (“Uses”), without notification to and/or approval by you. You further grant YouFeed a license to use your username and/or other user profile information, your ratings history, to attribute User Content to you in connection with such Uses, without notification or approval by you. 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 YouFeed herein shall survive termination of the Services or your account. YouFeed 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 at law or equity if you post any User Content which violates this Agreement or YouFeed determines in its sole discretion to be objectionable for any reason. You agree that YouFeed may monitor and/or delete your User Content. YouFeed, however, does not assume the obligation to so delete said User Content. YouFeed may also access, read, preserve, and disclose any information as YouFeed reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce this Agreement, including investigations of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property, or safety of YouFeed, its users, and the public.
(c) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to YouFeed through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that YouFeed 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 YouFeed a perpetual, irrevocable, transferable, royalty-free, fully paid, non-exclusive, worldwide, fully sublicenseable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute, and/or otherwise use such Feedback.
(d) Ratings and Reviews. To the extent that you are asked to rate and post reviews of Contractors (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and Reviews are not endorsed by YouFeed and do not represent the views of YouFeed or its affiliates. YouFeed shall have no liability for Ratings and Reviews or for any claims for economic loss resulting from such Ratings and Reviews. YouFeed strives to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services. Thus, you agree that (i) you will base any Rating or Review on first-hand experience with the Contractor; (ii) you will not provide a Rating or Review for any Contractor for which you have a vested interest, relationship, or other affiliation; (iii) you will not submit a Rating or Review in exchange for payment, free food, or other benefits from a Contractor; and (iv) your review will comply with this Agreement. If YouFeed determines in its sole discretion that any Rating or Review could diminish the integrity of the Ratings or Reviews or otherwise violates this Agreement, YouFeed may remove such User Content without notice.
By creating an account, you agree to accept and receive communications from YouFeed, its contractors or third parties providing services to YouFeed including communications via email, text message, calls and push notifications to a cellular phone number provided to YouFeed. You understand and agree that you may receive such messages generated by automatic telephone dialing systems, which will deliver pre-recorded messages sent on behalf of YouFeed, its affiliates or Contractors, including but not limited to communications concerning orders placed through your account. Message and data rates may apply. If you do not wish to receive promotional emails, text messages or other communications, it is your responsibility to take the proper steps in changing your phone preferences. You may opt-out of receiving text messages from YouFeed by replying “Stop” from your mobile device.
11. E-SIGN DISCLOSURE
By creating a YouFeed account, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing YouFeed.
12. INTELLECTUAL PROPERTY OWNERSHIP
YouFeed, and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Software and Services. This Agreement is not a sale and does not convey any rights of ownership in or related to the Software or Services, or any intellectual property rights owned by YouFeed, the YouFeed name, YouFeed logo, and the product names associated with the Software and Services are trademarks of YouFeed or third parties, and no right or license is granted to use them. You shall not remove, alter or obscure any copyright, trademark, service mark, or other propriety rights notices incorporated in or accompanying the Software or the Services.
13. PAYMENT TERMS
(a) Prices. You understand that: (a) the prices for the menu items displayed through the Services are set by the Contractor; (b) YouFeed has no obligation to itemize its costs, profits, or margins when publishing such prices; and (c) YouFeed reserves the right to add any fees or otherwise change such prices at any time, at its discretion. You are liable for all transaction taxes on the Services provided under this Agreement, other than YouFeed’s income taxes. Payment will be processed by ___________________, using the preferred payment method designated in your account.
(b) No refunds. Charges paid by you for completed orders are final and non-refundable. YouFeed has no obligation to provide refunds or credits, but may grant them in each case in YouFeed’s sole discretion.
(c) Promotional Offers. YouFeed, at its sole discretion may make promotional offers with different features and different rates 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 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 YouFeed; (iii) are subject to the specific terms that YouFeed 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. YouFeed reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that YouFeed determines or believes 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. YouFeed reserves the right to modify or cancel an offer at any time.
(d) Fees. YouFeed may change the fees for the Services as YouFeed deems necessary for business including, but not limited to Service Fees and Order Fees.
14. DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING SECTION CAREFULLY. THIS SECTION REQUIRES USERS AND CONTRACTORS TO ARBITRATE DISPUTES WITH YOUFEED AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 15 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”
(a) Scope of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services, as a user of our Services, to any advertising or marketing communications regarding YouFeed or the Services, to any products or services sold or distributed through the Services that you received as a user of our Services, or to any aspect of your relationship or transactions with the Company as a user of our Services (including as a Contractor) will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small claims court if your claims qualify so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (ii) you or YouFeed may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU ELECT NOT TO PARTICIPATE IN ANY CLASS ACTION CLAIMS AGAINST YOUFEED. IF YOU AGREE TO ARBITRATION WITH YOUFEED, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE COMPANY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONETARY RELIEF OR OTHER RELIEF BY AN ARBITRATOR.
(b) Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. The arbitration will be conducted by JAMS under its rules and pursuant to the terms of this Agreement. Disputes involving claims and counterclaims under \$250,000, not inclusive of attorney’s fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and Procedures. All other claims shall be subject to JAMS’ most current version of the Comprehensive Arbitration Rules and Procedures. Payment of all filing, administration, and arbitration fees will be governed by JAMS’ rules. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions or in person or at another mutually agreed upon location.
(c) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforcement, enforceability, or formation of this Arbitration Agreement, including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and YouFeed. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement. The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award, or the decision not to render an award, is based, including the calculation of any damages awarded. The arbitrator shall follow applicable law. The arbitrator has the same authority to award relief on an individual basis as that of a judge in a court of law. The arbitrator’s decision is final and binding on you and YouFeed.
(d) Waiver of Jury Trial. YOU AND YOUFEED EACH WAIVE ANY CONSTITUTIONAL AND/OR STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A TRIAL BY JUDGE OR JURY. You and YouFeed are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 15(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
(e) Waiver of Class or Consolidated Actions. YOU AND YOUFEED EACH AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR REPRESENTATIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor YouFeed is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved by a court.
(f) Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you, nor YouFeed can force the other to arbitrate as a result of this Agreement. If you do so YouFeed may elect to terminate your status as a user or Contractor under this Agreement. To opt out, you must notify YouFeed in writing no later than thirty (30) days after becoming subject to this Arbitration Agreement. Your notice must include your name and address, your YouFeed username, the email address used to register, and a CLEAR statement that you want to opt out of the Arbitration Agreement. You must send your opt out notice to email@example.com. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered with YouFeed or may enter in the future. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND YOUFEED RELATING TO YOUR WORK AS AN EMPLOYEE OR INDEPENDENT CONTRACTOR HIRED BY YOUFEED, INCLUDING WITHOUT LIMITATION, ANY INDEPENDENT CONTRACTOR AGREEMENT GOVERNING YOUR SERVICES AS A CONTRACTOR FOR YOUFEED. FOR THE AVOIDANCE OF DOUBT, IF YOU ARE A CONTRACTOR FOR YOUFEED, OPTING-OUT OF THE ARBITRATION AGREEMENT SET FORTH IN THIS SECTION HAS NO EFFECT ON YOUR AGREEMENT TO ARBITRATE DISPUTES COVERED BY YOUR CONTRACTOR AGREEMENT WITH YOUFEED.
(g) Survival. This Arbitration Agreement will survive any termination of your status as a user or Contractor under this Agreement with YouFeed.
(h) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if YouFeed makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to YouFeed.
15. THIRD-PARTY INTERACTIONS
(a) Third-Party Websites, Applications and Advertisements. The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), and advertisements (“Third-Party Advertisements”) (hereinafter collectively referred to as “Third-Party Websites and Advertisements”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Advertisement, YouFeed will not warn you, nor does it have the obligation to warn you that you have left YouFeed’s website or Services and will not warn you that you are subject to the terms and conditions of another website that is not under the control of YouFeed. YouFeed is not responsible for any Third-Party Websites, Third-Party Applications, or any Third-Party Advertisements. YouFeed does not review, approve, monitor, endorse, warrant or make any representations with respect to such Third-Party Websites and Advertisements or their products and/or services. You use all links in Third-Party Websites and Advertisements at your own risk. It is your responsibility to review all terms and policies of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
(b) App Stores. You acknowledge and agree that the availability of the Application is dependent on the third party from which you received the license, i.e. the Apple App Store or Android App Store (“App Store”). You acknowledge and agree that this Agreement is between you and YouFeed and not with any App Store. YouFeed is solely responsible for any software and the Services, including any Application and the Services, the content thereof, maintenance, support services and warranty therefor, and addressing any claims relating thereto (e.g. product liability, legal compliance, or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees, if any, charged by the App Store in connection with the Application or the Services. You agree to comply with, and your license to use the Application is condition on your compliance with all applicable third-party terms of agreement, such as the App Stores terms and conditions, when using the Application. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the United States as a “terrorist supporting” country. You further represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that the App Store and its affiliates is an intended third-party beneficiary of this Agreement and has the right to enforce the terms and conditions of this Agreement.
16. TRANSACTIONS INVOLVING ALCOHOL
Sales of beverages or other products containing any significant amount of ethyl alcohol is not permitted. This is true whether the alcohol is homemade or store bought. A significant amount of ethyl alcohol is any amount sufficient to cause any degree of impairment in the person consuming the product. Homemade food may incorporate one or more alcoholic beverages so long as the alcohol beverage being used as an ingredient was procured from a commercial source and is not homemade, and so long as any residual alcohol remaining in the product is insufficient to cause any impairment in the person consuming the product.
You agree to indemnify and hold harmless YouFeed and its officers, directors, employees, agents, and affiliates (hereinafter collectively referred to as “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines, and expenses, including, without limitation attorney’s fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (i) your User Content; (ii) your misuse of the Software or Services; (iii) your breach of this Agreement or any representation, warranty or covenant in this Agreement; or (iv) your violation of any applicable laws, rules, or regulations through or related to the use of the Software or Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorney’s fees incurred by the Indemnified Party. YouFeed reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with YouFeed in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Software or Series. You agree that the provisions in this section will survive any termination of your account, this Agreement or your access to the Software and/or Services.
18. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SOFTWARE AND SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SOFTWARE AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN AS IS BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUFEED MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SOFTWARE OR SERVICES, OR THE TEXT, GRAPHICS, OR LINKS.
YOUFEED DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR SERVICES ARE FREE FROM COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SOFTWARE OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, YOUFEED SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
19. INTERNET DELAYS
20. BREACH AND LIMITATION OF LIABILITY
(a) General. You understand and agree that a key element of the Services and this Agreement is the mutual desire to keep the Services simple and efficient, and to provide the Software and Services at low cost. You understand and agree to the limitations on remedies and liabilities set forth in this Section 21 to keep the Software and Services simple and efficient for all users.
(b) Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUFEED’S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO YOUFEED IN THE ___ MONTH PERIOD IMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
(c) Disclaimer of Certain Damages. TO THE FULLEST EXTENT OF LAW, YOUFEED SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE, AND ECONOMIC ADVANTAGE.
21. EXCLUSIVE VENUE
To the extent the parties are permitted under this Agreement to initiate litigation in a court, the parties agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Wyoming.
If you violate this Agreement, YouFeed may respond based on a number of factors including, but not limited to the egregiousness of your actions and whether a pattern of harmful behavior exists.
In addition, at its sole discretion, YouFeed may modify or discontinue the Software or Service, or may modify, suspend, or terminate your access to the Software or the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Software or the Service, YouFeed reserves the right to take appropriate legal action, including, without limitation, pursuing civil, criminal or injunctive redress. Even after your right to use the Software or Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.
23. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
It is YouFeed’s policy to terminate account privileges of any user who repeatedly infringes copyright upon prompt notification to YouFeed by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on the Services of the material that you claim is infringing; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Please send this information to: firstname.lastname@example.org.
(a) No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, YouFeed, or any third party provider as a result of this Agreement or use of the Software or Services.
(b) Choice of Law. This Agreement is governed by the laws of the State of Wyoming without giving effect to any principles that provide for the application of the law of any other jurisdiction.
(c) Severability. Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
(d) Accessing and Downloading the Application from iTunes. The following applies to any Application accessed through or downloaded through the Apple App Store (“App Store Sourced Application”).
(1) You acknowledge and agree that (i) the Agreement is concluded between you and YouFeed only, and not Apple, and (ii) YouFeed, and not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(2) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(3) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App Store Sourced Application to you and to the fullest extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between YouFeed and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of YouFeed.
(4) You and YouFeed acknowledge that as between YouFeed and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(5) You and YouFeed acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between YouFeed and Apple, YouFeed, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
(6) You and YouFeed acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of the terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right, and will be deemed to have accepted that right, to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(7) Without limiting any other terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
(f) Notice. When YouFeed requires that you provide an email address, you are responsible for providing your most current email address. In the event the last email address toy provided to YouFeed is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, YouFeed’s email containing such notice will nonetheless constitute effective notice.
(g) Electronic Communications. For contractual purposes, you consent to receive communications from YouFeed in electronic form. You further agree that all terms and conditions, agreements, notices, disclosures, and other communications that YouFeed provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information current. This subparagraph does not affect any statutory rights.
(h) Transfer and Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by YouFeed without restriction. Any attempted transfer or assignment by you is a violation and shall be null and void. This Agreement binds and inures to the benefit of each party and the party’s successors and permitted assigns.
(i) Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions between the parties with respect to such subject matter. However, nothing in this Agreement shall supersede, amend, or modify the terms of any separate agreements between you and YouFeed relating to your work as an employee, if applicable, or Contractor, if applicable, including, without limitation any independent contractor agreement governing your efforts as a Contractor.