Terms and Conditions Agreement
Effective: January 1, 2020
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS ANDCONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND BECHEWZY,INC., A DELAWARE CORPORATION (“BECHEWZY,” “WE,” “US,” OR “OUR”).
SECTION 12 OF THIS AGREEMENTCONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACHOTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE ORWERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR,SECTION 12 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITEDEXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINALARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLYBE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUALBASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTIONOR PROCEEDING; AND (2) YOU ARE WAIVING YOURRIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDINGPROPOSED CLASS ACTION LITIGATION. PLEASE SEE SECTION 12 FOR MORE INFORMATIONREGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATIONAGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.
1. Acceptance of thisAgreement
The Company provides an online marketplace connection, usingweb-based technology that connects You and other consumers, restaurants and/orother businesses and independent delivery contractors(“Contractors”). The Company’s software permits consumers to placeorders for food and/or other goods from various restaurants and businesses.Once such orders are made, the Company’s software notifies Contractors that adelivery opportunity is available and the software facilitates completion ofthe delivery to the consumer. The Company is not a restaurant, deliveryservice, or food preparation business.
If you access the website located at https://www.BeChewzy.com/,install or use BeChewzy’s mobile application, install or use any other softwaresupplied by BeChewzy, or access any information, function, or service availableor enabled by BeChewzy (each, a “Service” and collectively,the “Services”), or complete the BeChewzy account registrationprocess, you, your heirs, assigns, and successors (collectively, “you” or“your”) hereby represent and warrant that:
(a) you have read, understand, and agree to be bound by thisAgreement;
(b) you are of legal age in the jurisdiction in which you resideto form a binding contract with BeChewzy (the “Minimum Age”); and
(c) you have the authority to enter into the Agreement personallyand, if applicable, on behalf of any organization on whose behalf you havecreated an account and to bind such organization to the Agreement.
The terms “User” and “Users” refer to all individuals and otherpersons who access or use the Services, including, without limitation, anyorganizations that register accounts or otherwise access or use the Servicesthrough their respective representatives. Except as otherwise providedin this Agreement, if you do not agree to be bound by the Agreement, you maynot access or use BeChewzy’s Services.
Subject to Section 12(h) of this Agreement, BeChewzyreserves the right to modify the terms and conditions of this Agreement or itspolicies relating to the Software or Services at any time, effective uponposting of an updated version of this Agreement through the Services. Youshould regularly review this Agreement, as your continued use of the Servicesafter any such changes constitutes your agreement to such changes.
3. Additional Terms andPolicies
By using the Services, you agree to be bound by this Agreement andacknowledge and agree to the collection, use, and disclosure of your personalinformation in accordance with BeChewzy’s PrivacyPolicy, which is incorporated in this Agreement by reference.Certain features of our Services may be subject to additional terms andconditions, which are incorporated herein by reference.
4. Rules and Prohibitions
By using the Services, you agree that:
(a) You will only use the Services for lawful purposes; you willnot use the Services for sending or storing any unlawful material or fordeceptive or fraudulent purposes; and you will not engage in conduct that harmsother Users, BeChewzy employees, or our community.
(b) You will only use the Services in accordance with allapplicable laws, including copyrights, trade secrets, or other rights of anythird party, including privacy or publicity rights.
(c) You will only access the Services using means explicitlyauthorized by BeChewzy.
(d) You will not use another User’s account, impersonate anyperson or entity, or forge or manipulate headers or identifiers to disguise theorigin of any content transmitted through the Services.
(e) You will not use the Services to cause nuisance, annoyance orinconvenience.
(f) You will not use the Services, or any content accessiblethrough the Services, for any commercial purpose, including but not limited tocontacting, advertising to, soliciting or selling to, any Merchant, user orContractor, unless BeChewzy has given you prior permission to do so in writing.
(g) You will not copy or distribute the Software or any contentdisplayed through the Services, including Merchants’ menu content and reviews,for republication in any format or media.
(h) You will not compile, directly or indirectly, any contentdisplayed through the Services except for your personal, noncommercial use.
(i) The information you provide to us when you register an accountor otherwise communicate with us is accurate, you will promptly notify us ofany changes to such information, and you will provide us with whatever proof ofidentity we may reasonably request.
(j) You will keep secure and confidential your account password orany identification credentials we provide you which allows access to theServices.
(k) You will use the Software and Services only for your own useand will not directly or indirectly resell, license or transfer the Software,Services or content displayed by the Services to a third party.
(l) You will not use the Services in any way that could damage,disable, overburden or impair any BeChewzy server, or the networks connected toany BeChewzy server.
(m) You will not attempt to gain unauthorized access to theServices and/or to any account, resource, computer system, and/or networkconnected to any BeChewzy server.
(n) You will not probe, scan, or test the vulnerability of anysystem or network or breach or circumvent any security or authenticationmeasures BeChewzy may use to prevent or restrict access to the Services or useof the Services or the content therein.
(o) You will not deep-link to the BeChewzy website or access the BeChewzywebsite manually or with any robot, spider, web crawler, extraction software,automated process and/or device to scrape, copy, index, frame, or monitor anyportion of the BeChewzy website or any content on the BeChewzy website.
(p) You will not conduct any systematic retrieval of data or othercontent from the Services.
(q) You will not try to harm other Users, BeChewzy, or the Servicesin any way whatsoever.
(r) You will report any errors, bugs, unauthorized accessmethodologies or any breach of our intellectual property rights that youuncover 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 accountsto benefit from offers available only to first time users.
(t) You will not attempt to undertake any of the foregoing.
5. Contractors andMerchants Are Independent
You understand and agree that BeChewzy provides a technologyplatform connecting you with independent food service providers and others thatprovide the products offered through the Services (“Merchants”), and independentthird-party contractors who provide delivery services (“Contractors”).You acknowledge and agree that BeChewzy does not itself prepare food or offerdelivery services, and has no responsibility or liability for the acts oromissions of any Merchant or any Contractor. BeChewzy is not the retailer ofany products offered by Merchants, nor is it in the delivery business or acommon carrier. BeChewzy provides a technology platform facilitating thetransmission of orders by Users to Merchants for pickup or delivery byContractors. BeChewzy will not assess or guarantee the suitability, legality orability of any Contractor or Merchant. You agree that BeChewzy is notresponsible for the Merchants’ food preparation or the safety of the food, anddoes not verify Merchants’ compliance with applicable laws or regulations. BeChewzyhas no responsibility or liability for acts or omissions by any Merchant orContractor.
You agree that the goods that you purchase will be prepared by theMerchant you have selected, that title to the goods passes from the Merchant toyou at the Merchant’s location, and that the Contractor will bedirected by your instructions to transport the products to your designateddelivery location. You agree that neither the Contractor nor BeChewzyholds title to or acquires any ownership interest in any goods that you orderthrough the Services.
6. User Account
You may be required to register for an account to use parts of theServices. You must provide accurate, current, and complete information duringthe registration process and at all other times when you use the Services, andto update the information to keep it accurate, current, and complete. You arethe sole authorized user of any account you create through the Services. Youare solely and fully responsible for all activities that occur under yourpassword or account. You agree that you shall monitor your account to preventuse by minors, and you will accept full responsibility for any unauthorized useof your password or your account. You may not authorize others to use your Userstatus, and you may not assign or otherwise transfer your User account to anyother person or entity. Should you suspect that any unauthorized party may beusing your password or account, you will notify BeChewzy immediately. BeChewzywill not be liable and you may be liable for losses, damages, liability,expenses, and fees incurred by BeChewzy or a third party arising from someoneelse using your account, regardless of whether you have notified us of such unauthorizeduse. If you provide any information that is untrue, inaccurate, not current, orincomplete, or BeChewzy has reasonable grounds to suspect that such informationis untrue, inaccurate, not current, or incomplete, BeChewzy has the right tosuspend or terminate your account and refuse any and all current or future useof the Services (or any portion thereof). You agree not to create an account oruse the Services if you have been previously removed by BeChewzy, or if youhave been previously banned from use of the Services.
7. User Content
(a) User Content. BeChewzy may provide you withinteractive opportunities through the Services, including, by way of example,the ability to post User ratings and reviews (collectively, “User Content”).You represent and warrant that you are the owner of, or otherwise have theright to provide, all User Content that you submit, post and/or otherwisetransmit through the Services. You hereby grant BeChewzy 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/orotherwise use the User Content in connection with BeChewzy’s business and inall forms now known or hereafter invented (“Uses”), without notification toand/or approval by you. You further grant BeChewzy a license to use yourusername and/or other User profile information, including without limitationyour ratings history, to attribute User Content to you in connection with suchUses, without notification or approval by you. You agree that this licenseincludes the right for other Users to access and use your User Content inconjunction with participation in the Services and as permitted through thefunctionality of the Services. In the interest of clarity, the license grantedto BeChewzy herein shall survive termination of the Services or your account. BeChewzyreserves the right in its sole discretion to remove or disable access to anyUser Content from the Services, suspend or terminate your account at any time,or pursue any other remedy or relief available under equity or law if you postany User Content that violates this Agreement or we consider to beobjectionable for any reason. You agree that BeChewzy may monitor and/or deleteyour User Content (but does not assume the obligation) for any reason in BeChewzy’ssole discretion. BeChewzy may also access, read, preserve, and disclose anyinformation as BeChewzy reasonably believes is necessary to (i) satisfy anyapplicable law, regulation, legal process, or governmental request, (ii)enforce this Agreement, including investigation of potential violations hereof,(iii) detect, prevent, or otherwise address fraud, security, or technicalissues, (iv) respond to User support requests, or (v) protect the rights,property or safety of BeChewzy, its users and the public.
(b) Feedback. You agree that any submission ofany ideas, suggestions, and/or proposals to BeChewzy through its suggestion,feedback, wiki, forum or similar pages (“Feedback”) is at your own risk andthat BeChewzy has no obligations (including without limitation, obligations ofconfidentiality) with respect to such Feedback. You represent and warrant thatyou have all rights necessary to submit the Feedback and you hereby grant to BeChewzya 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, createderivative works, distribute and/or otherwise use such Feedback.
(c) Ratings and Reviews. To the extent that youare asked to rate and post reviews of Merchants or other businesses (“Ratings”and “Reviews”), such Ratings and Reviews are considered User Content and aregoverned by this Agreement. Ratings and Reviews are not endorsed by BeChewzyand do not represent the views of BeChewzy or its affiliates. BeChewzy shallhave no liability for Ratings and Reviews or for any claims for economic lossresulting from such Ratings and Reviews. Because we strive to maintain a highlevel of integrity with respect to Ratings and Reviews posted or otherwise madeavailable through the Services, you agree that: (i) you will base any Rating orReview on first-hand experience with the Merchant or business; (ii) you willnot provide a Rating or Review for any Merchant or business for which you havean ownership interest, employment relationship or other affiliation or for anyof that company’s competitors; (iii) you will not submit a Rating or Review inexchange for payment, free food items, or other benefits from a Merchant orbusiness; and (iv) your review will comply with the terms of this Agreement. Ifwe determine, in our sole discretion, that any Rating or Review could diminishthe integrity of the Ratings and Reviews or otherwise violates this Agreement,we may remove such User Content without notice.
8. Communications with BeChewzy
By creating a BeChewzy account, you electronically agree to acceptand receive communications from BeChewzy, Contractors, or third partiesproviding services to BeChewzy including via email, text message, calls, andpush notifications to the cellular telephone number you provided to BeChewzy.You understand and agree that you may receive communications generated byautomatic telephone dialing systems and/or which will deliver prerecordedmessages sent by or on behalf of BeChewzy, its affiliated companies and/orContractor, including but not limited to communications concerning ordersplaced through your account on the Services. Message and data rates may apply.If you do not wish to receive promotional emails, text messages, or othercommunications, you may change your notification preferences by accessing theSettings in your account. You may also opt-out of receiving text messages from BeChewzyby replying “STOP” from the mobile device receiving the messages.
9. E-SIGN Disclosure
By creating a BeChewzy account, you also consent to the use of anelectronic record to document your agreement. You may withdraw your consent tothe use of the electronic record by emailing BeChewzy at [email protected] with“Revoke Electronic Consent” in the subject line.
To view and retain a copy of this disclosure, you will need (i) adevice (such as a computer or mobile phone) with a web browser and Internetaccess and (ii) either a printer or storage space on such device. For a freepaper copy, or to update our records of your contact information, email BeChewzyat [email protected] with contactinformation and the address for delivery.
10. Intellectual PropertyOwnership
BeChewzy alone (and its licensors, where applicable) shall own allright, title and interest, including all related intellectual property rights,in and to the Software and the Services. This Agreement is not a sale and doesnot convey to you any rights of ownership in or related to the Software or theServices, or any intellectual property rights owned by BeChewzy. BeChewzy name,BeChewzy logo, and the product names associated with the Software and Servicesare trademarks of BeChewzy or third parties, and no right or license is grantedto use them. You agree that you will not remove, alter or obscure anycopyright, trademark, service mark or other proprietary rights noticesincorporated in or accompanying the Software or the Services.
11. Procedure for MakingClaims of Copyright Infringement.
It is BeChewzy’s policy to terminate membership privileges of anyUser who repeatedly infringes copyright upon prompt notification to BeChewzy bythe copyright owner or the copyright owner’s legal agent. Without limiting theforegoing, if you believe that your work has been copied and posted on theServices in a way that constitutes copyright infringement, please provide ourCopyright Agent with the following information: (a) an electronic or physicalsignature of the person authorized to act on behalf of the owner of thecopyright interest; (b) a description of the copyrighted work that you claimhas been infringed; (c) a description of the location on the Services of thematerial that you claim is infringing; (d) your address, telephone number ande-mail address; (e) a written statement by you that you have a good faithbelief that the disputed use is not authorized by the copyright owner, itsagent or the law; and (f) a statement by you, made under penalty of perjury,that the above information in your notice is accurate and that you are thecopyright owner or authorized to act on the copyright owner’s behalf. Contactinformation for BeChewzy’s Copyright Agent for notice of claims of copyrightinfringement is as follows: General Counsel, BeChewzy, Inc., 303 2nd St, Suite800, San Francisco, CA 94107.
(a) No Joint Venture or Partnership. No jointventure, partnership, employment, or agency relationship exists between you, BeChewzyor any third party provider as a result of this Agreement or use of theSoftware or Services.
(b) Choice of Law. This Agreement is governed bythe laws of the State of Delaware consistent with the Federal Arbitration Act,without giving effect to any principles that provide for the application of thelaw of any other jurisdiction.
(c) Severability. Except as otherwise provided inthis Agreement, if any provision of this Agreement is found to be invalid, theinvalidity of such provision shall not affect the validity of the remainingprovisions of this Agreement, which shall remain in full force and effect.
(d) Consumer Complaints. In accordance withCalifornia Civil Code § 1789.3, you may report complaints to the ComplaintAssistance Unit of the Division of Consumer Services of the CaliforniaDepartment of Consumer Affairs by contacting them in writing at 400 R Street,Sacramento, CA 95814, or by telephone at (800) 952-5210.
(e) Accessing and Downloading the Application from iTunes. Thefollowing applies to any Application accessed through or downloaded from theApple App Store (an “App Store Sourced Application”):
(1) You acknowledge and agree that (i) the Agreement is concludedbetween you and BeChewzy only, and not Apple, and (ii) BeChewzy, not Apple, issolely responsible for the App Store Sourced Application and content thereof.Your use of the App Store Sourced Application must comply with the App StoreTerms of Service.
(2) You acknowledge that Apple has no obligation whatsoever tofurnish any maintenance and support services with respect to the App StoreSourced Application.
(3) In the event of any failure of the App Store SourcedApplication to conform to any applicable warranty, you may notify Apple, andApple will refund the purchase price, if any, for the App Store SourcedApplication to you and to the fullest extent permitted by law, Apple will haveno other warranty obligation whatsoever with respect to the App Store SourcedApplication. As between BeChewzy and Apple, any other claims, losses,liabilities, damages, costs or expenses attributable to any failure to conformto any warranty will be the sole responsibility of BeChewzy.
(4) You and BeChewzy acknowledge that, as between BeChewzy andApple, Apple is not responsible for addressing any claims you have or anyclaims of any third party relating to the App Store Sourced Application or yourpossession and use of the App Store Sourced Application, including, but notlimited to: (i) product liability claims; (ii) any claim that the App StoreSourced Application fails to conform to any applicable legal or regulatoryrequirement; and (iii) claims arising under consumer protection or similarlegislation.
(5) You and BeChewzy acknowledge that, in the event of anythird-party claim that the App Store Sourced Application or your possession anduse of that App Store Sourced Application infringes that third party’sintellectual property rights, as between BeChewzy and Apple, BeChewzy, notApple, will be solely responsible for the investigation, defense, settlementand discharge of any such intellectual property infringement claim to theextent required by the Terms.
(6) You and BeChewzy acknowledge and agree that Apple, and Apple’ssubsidiaries, are third-party beneficiaries of the Terms as related to yourlicense of the App Store Sourced Application, and that, upon your acceptance ofthe terms and conditions of the Terms, Apple will have the right (and will bedeemed to have accepted the right) to enforce the Terms as related to yourlicense of the App Store Sourced Application against you as a third-partybeneficiary thereof.
(7) Without limiting any other terms of the Terms, you must complywith all applicable third-party terms of agreement when using the App StoreSourced Application.
(f) Notice. Where BeChewzy requires that youprovide an e-mail address, you are responsible for providing BeChewzy with yourmost current e-mail address. In the event that the last e-mail address youprovided to BeChewzy is not valid, or for any reason is not capable ofdelivering to you any notices required or permitted by this Agreement, BeChewzy’sdispatch of the e-mail containing such notice will nonetheless constituteeffective notice. You may give notice to BeChewzy through the following webform: https://help.BeChewzy.com/consumers/s/contactsupport. Suchnotice shall be deemed given on the next business day after such e-mail isactually received by BeChewzy.
(g) Electronic Communications. For contractualpurposes, you (1) consent to receive communications from BeChewzy in anelectronic form; and (2) agree that all terms and conditions, agreements,notices, disclosures, and other communications that BeChewzy provides to youelectronically satisfy any legal requirement that such communications would satisfyif they were in writing. You agree to keep your contact information, includingemail address, current. This subparagraph does not affect your statutoryrights.
(h) Transfer and Assignment. This Agreement, and anyrights and licenses granted hereunder, may not be transferred or assigned byyou, but may be assigned by BeChewzy without restriction. Any attemptedtransfer or assignment in violation hereof shall be null and void. ThisAgreement binds and inures to the benefit of each party and the party’ssuccessors and permitted assigns.
(i) Entire Agreement. This Agreement is thefinal, complete and exclusive agreement of the parties with respect to thesubject matter hereof and supersedes and merges all prior discussions betweenthe parties with respect to such subject matter. However, nothing in thisAgreement shall supersede, amend, or modify the terms of any separateagreement(s) between you and BeChewzy relating to your work as an employee orindependent contractor, including, without limitation, any IndependentContractor Agreement governing your efforts as a Contractor.
13. Contact Information
BeChewzy welcomes your questions or comments regarding the Terms:
200 E Randolph
Chicago, IL 60601
Telephone Number: +1 (636) 634-8245