NeighborPlate

Where Your Neighbors Plate Your Food

This NeighborPlate Terms of Use and End User License Agreement (“Agreement”) is legally binding between you (“user,”  “you,” “your”) and NeighborPlate, LLC, an Indiana Limited Liability Company (“NeighborPlate”, “us”, “we”, “our”).  This Agreement governs your use of the NeighborPlate application on a mobile platform, including all related documentation (the “Application”).

 

By downloading, installing and/or using the Application, you:

(a) acknowledge that you have read and understand this Agreement;

(b) represent that you are of legal age to enter into a binding agreement; and

(c) accept this Agreement and agree that you are legally bound by its terms.

If you do not agree to these terms, do not download, install or use the Application. If THE APPLICATION IS already downloaded or installed, PLEASE delete it from your mobile device.

 

  1. Scope of Agreement. This Agreement governs any and all access and use of the Application, including, but not limited to, searching for and purchasing meals, posting listings, marketing and promoting services, providing and delivering meals, providing feedback, and all information posted to the Application (the “Services”).
  2. About NeighborPlate.  The Application is a mobile software application for connecting users seeking to purchase a homemade meal (the “Customers”) with chefs who seek to sell homemade meals they have made (the “Chefs”).  Application users can be either Chefs or Customers (“Users”).  The Application provides Customers with information regarding Chef’s available meals (each, a “Listing”), including information about the meal, the Chef, and the delivery method for the meal.  The Customers are then able to purchase the homemade meal from the Chef (an “Order” or “Sale”).

    Customers place Orders with Chefs directly. NeighborPlate does not create, provide, own, operate, control, or guarantee the Orders or the private homes where the Orders are fulfilled.  Unless otherwise expressly indicated in this Agreement, NeighborPlate’s responsibilities are limited to making the Application and its Services available to:

    (a) Provide Chefs with a platform to market their food and promote their services;

    (b) Connect Chefs with Customers that want to buy the Chef’s food:

    (c) Provide a means by which Customers can browse and buy food, including serving as the limited payment collection agent of each Chef, and

    (d) Provide a means by which Customers can provide feedback for each Chef.

    NeighborPlate facilitates the connection between the Customer and Chef, and the payment for the meal.  Chefs are ultimately responsible for all information included in the Listings and compliance with any and all applicable laws in both preparing and delivering the meal.  NeighborPlate disclaims responsibility, accountability or liability for any other goods or services provided by, or purchased and used by the Users of this Application.

 

  1. Chef Listings.  As a Chef, you will submit a proposed Listing to us that will contain, at a minimum:

    (a) photos, images, content and descriptions that provide information about you, your kitchen, your methodology and the meals you seek to prepare for Orders

 

(b) the price to be paid for each Listing, and

(c) all applicable restrictions, policies (e.g.  satisfaction guarantees), and contractual arrangements, including but not limited to arrangements for delivery, between you and the Customer (“Listing Terms”).

Chefs are solely responsible for each Listing, the content included in each Listing, as well as the fulfillment and delivery of Orders resulting from any Listing, and any and all interactions with Customers.

Unless NeighborPlate accepts your Listing, NeighborPlate is not obligated nor has any duty to post your Listing or promote your meals.  If NeighborPlate does accept your Listing, you authorize NeighborPlate to post information about your meals, including your name, images, descriptive information, and the price you have set for the meal on the Application (“Listing Price”).  NeighborPlate may also promote you and your Listings using the content you have provided, using social media, electronic messaging and other means within its control.

 

  1. Chef’s Obligations.  By utilizing the Services as a Chef, you represent and warrant:

    (a) you have obtained and will maintain all necessary legal authorizations to participate as a Chef, including but not limited to applicable certifications, licenses, or other clearances, and that you comply with all legal requirements, including but not limited to all applicable laws and regulations (e.g. liquor licenses, applicable food handling requirements, health and safety requirements, fire code compliance, and, applicable sales and income tax management associated with any Orders or Sales), and that you are otherwise authorized to operate as a Chef in the jurisdiction in which you reside;

    (b) any and all information you submit to the Application, including personal information and information submitted for your Listings, is true and accurate including,  but not necessarily limited to a meal’s content, method of preparation, and any allergen information;

    (c) you will make the meals and fulfill Orders to Customers in accordance with the Listings you submit, at the times and locations you have specified in any Listing;

    (d) you will fulfill Orders without imposing additional policies or restrictions not included in the Listing at the time of Customer purchase;

    (e) you will limit collection of payments from Customer to those amounts explicitly provided in your Listing;

    (f) you will not seek to circumvent any fees that are due or would be due to NeighborPlate through the use of the Application or related services.

As a Chef, you agree to comply with all NeighborPlate policies and procedures, in addition to the terms of this Agreement.  You are responsible for all aspects of meal development, description, and preparation, including reporting and managing any food allergies that may be associated with the meals described in your Listings.  You are responsible for the delivery of all your Orders, and you or your agent must ensure legal compliance and safety relating to such delivery.  You assume all risks associated with such delivery.

You acknowledge and agree NeighborPlate has no control over satisfying any of the requirements or obligation in this paragraph and explicitly disclaims all responsibility and liability associated with these requirements.

 

  1. Customer’s Obligations.  By participating as a Customer, you represent and warrant:

    (a) you will comply with the Listing Terms associated with each Listing, including disclosing any foods to which you are allergic;

    (b) you will not solicit Chefs or other Customers for any reason or otherwise use a Chef’s or other Customer’s personal information without written permission to do so;

    (c) you will be present at the stated geographic location and ensure your device is properly configured to share that location with the Chef or Chef’s agent at the proper time to purchase the meals and accept delivery; and

    (d) you will pay the agreed upon price for the meals provided in any Order using the Application’s approved payment methods and in accordance with any Listing.

    As a Customer, you agree and acknowledge that Chefs are solely responsible for the content of their Listings, their Orders, the ingredients of any meals, the preparation of all meals, and the delivery services provided. You also acknowledge Chefs, in their sole discretion, reserve the right to refuse to fulfill your Order without refund if you violate any of the Listing Terms. You assume all risks associated with ordering and consuming meals from Chefs ordered through the Application.  Please contact Chefs directly regarding your specific needs for your Order.

    You acknowledge and agree NeighborPlate has no control over satisfying any of the requirements or obligation in this paragraph and explicitly disclaims all responsibility and liability associated with these requirements.

  2. Grant of License. Subject to the terms of this Agreement, NeighborPlate grants you a limited, non-exclusive, revocable, and nontransferable license to:

    (a) download, install, and use the Application for your personal and/or commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) solely within the United States (the “Territory”) and strictly in accordance with the Application’s documentation; and

    (b) access, stream, download, and use on such Mobile Device the Content and Services (as defined below) that may be made available in or otherwise accessible through the Application, solely within the Territory and strictly in accordance with this Agreement and any terms applicable to such Content and Services as described in this Agreement.

 

  1. License Restrictions. In using the Application, you shall not:

 

  • Use or access the Application outside of the Territory;
  • Copy the Application, except as expressly permitted by this Agreement;
  • Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable or copyrightable, of the Application;
  • Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
  • Remove, delete, alter, or obscure any trademarks or any copyright, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
  • Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third-party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
  • Remove, disable, circumvent, or otherwise create or implement any workaround to any copyright protection, rights management, or security features in or protecting the Application.

 

  1. Reservation of Rights; Ownership. You acknowledge and agree that the Application is provided under license, and not sold to you.  You do not acquire any ownership interest in the Application or NeighborPlate under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions under this Agreement.  NeighborPlate reserves and shall retain its entire right, title, and interest in and to the Application, including any and all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

 

  1. Collection and Use of Information.  You acknowledge that when you download, install, or use the Application, NeighborPlate may use automatic means to collect information about your Mobile Device and your use of the Application.  You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain aspects of its features or functionality.  All information we collect through or in connection with this Application is subject to our Application’s Privacy Policy [INSERT LINK].  By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

 

  1. In order to use the Application, you may have to register for a NeighborPlate account (“Account”).  Information on your Account will include the information that you provide. You represent and warrant that (a) all registration information you provide is accurate, true, current, and complete, and (b) you will maintain and update your information to ensure it remains accurate, true, current, and complete.

    You are responsible for maintaining the confidentiality of your account information and you are fully responsible for any and all activities or any other actions that occur or are taken in connection with your password or your Account.  You agree to immediately notify NeighborPlate of any unauthorized use or suspected unauthorized use of your Account, or any known or suspected breach of security. You agree to mitigate against any further harm or loss resulting from any known or suspected breach of security.  NeighborPlate will not be liable for any injury, loss or damage relating to your failure to comply with this provision or for any acts or omissions by you or someone else using your Account.

    You may suspend or delete your Account at any time for any reason by following the instructions in the Application.  NeighborPlate, in its sole discretion, may suspend or terminate your Account and refuse any and all current or future use of the Application at any time for any reason.  All Users agree to defend, indemnify and hold harmless NeighborPlate for any losses, damages, fines or other liabilities arising from NeighborPlate’s exercise of its rights under this paragraph and in accordance the indemnification provisions of this Agreement.

 

  1. User Content. “User Content” means any and all content submitted to the Application by you or another User.  Each User owns its own User Content.  You represent and warrant that you own or have all rights necessary to make your User Content available for use in the Application.  You represent and warrant that none of your User Content violates the terms of this Agreement.  You assume all liability related to your User Content, including but not limited to liability arising from the accuracy, security, privacy, and storage of your User Content.  You hereby release the Released Parties from any and all liability for the action of any and all third parties with respect to User Content.

 

  • License to User Content. You hereby grant NeighborPlate an irrevocable, transferable, fully paid, royalty-free, perpetual, non-exclusive, worldwide license to use, display, copy, modify, publish, remove, publicly display and/or perform, create derivative works from and/or incorporate into other works, sublicense, and otherwise use your User Content in connection with NeighborPlate’s business in all forms and mediums.

 

  • Reviews and Ratings.

 

  1. Application Use. By downloading this Application, you agree not to use the Application for any purpose prohibited by this Agreement or applicable law.  You further agree that you, your agents, or any third-parties with which you associate will not make available any User Content or take any action that violates the law, a third-party’s rights or in a manner that is harmful, abusive, harassing or is otherwise objectionable or harmful to third parties.  The Application shall not be used to violate another’s privacy, solicit communications or the collection of another’s personal information without their consent, nor compete or materially interfere with the Application’s purpose and the Services provided.   NeighborPlate reserves the right to terminate any User’s Application access and the use of the Services without notice for any unauthorized use of the Application by any User.  All Users agree to defend, indemnify and hold harmless NeighborPlate for any losses, damages, fines or other liabilities arising from NeighborPlate’s exercise of its rights under this paragraph and in accordance with the indemnification provisions of this Agreement.

 

  1. Chef Compensation. The Application allows each Chef to set a Listing Price that will fairly compensate the Chef for the time, effort, out-of-pocket costs, applicable taxes and any other expenses associated with preparing and delivering a meal.  As a Chef, you are solely responsible for any and all applicable taxes on any income you receive from Sales in connection with this Application. See Section 16 for more information.

 

  1. Payment Information. When a Customer places an Order, the Customer will be required to provide payment information.  By placing an Order as a Customer and entering your payment information, you represent and warrant that all payment information is accurate and complete and that you have the legal authority to use that payment method.  By placing an Order, you authorize that your payment will be charged the full List Price (the “Payment”).  A portion of your Payment may be remitted to cover NeighborPlate’s fees as described above.  Your Payment is non-refundable.  You are responsible for reporting any errors impacting your Payment.  Unless prohibited by applicable law, NeighborPlate, in its sole discretion, may credit the full or partial amount of your Payment for any errors brought to its attention within 30 calendar days of the Order date.

    NeighborPlate and the Application shall provide commercially reasonable technical, physical and administrative safeguards to protect Payment information from unauthorized use, access or disclosure.

 

  1. Taxes. The Listing Price shall include applicable taxes. The Chef is responsible for compliance with applicable tax laws, including tax registration, accounting for, and collection from Customer of such taxes in setting a Listing Price. Taxes must be separately stated in Listing Prices, purchase orders, invoices, and receipts.  Chef is responsible for communicating to the Customer, any charges for applicable sales, use, personal property, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of a meal or use of a service under this Agreement excluding any applicable taxes based on net income payable by Chef.  If Customer is exempt from paying any sales, use or other taxes, Chef must collect from Customer appropriate evidence of tax exemption for all relevant jurisdictions; specifically, tax exempt ID numbers and exemption certificates.  Sales tax and other taxes will be charged to Chef, where applicable.

 

  1. NeighborPlate’s Obligations and Legal Disclaimers.

 

  • Compliance with Applicable Laws and Procedures. As outlined above, Chefs are solely responsible for: (a) compliance with any and all applicable laws, regulations, local ordinances, and rules, including, but not limited to, obtaining necessary permits and/or licenses and complying with required or applicable health and safety rules for selling food, beverages and alcohol, and (b) collection and payment of any applicable taxes or other payments related to Sales, and (c) compliance with any NeighborPlate policies or procedures regarding use of the Application and Services. NeighborPlate makes no warranties or representations regarding the legality of the fulfillment of the Orders, assumes no liability for any Chef’s fulfillment of any Orders, nor does NeighborPlate offer any opinions, advice, or legal recommendations regarding the legality of fulfilling Orders, the tax implications and liabilities associated with fulfilling orders, or the required licenses, permits, or similar authorizations that may be required to fulfill Orders.  Chefs are encouraged to consult legal counsel when necessary to address any issues associated with providing Orders under this Agreement and any applicable law.

 

  • Chefs and Customers are both “Users” of the Application.
    By using this Application, you acknowledge and understand that NeighborPlate is not responsible for vetting any User, confirming any User’s purported identity or related information submitted to the Application.  The presence of a User Profile and Account should not be construed as NeighborPlate’s endorsement of the User for any purpose.  You acknowledge that you are responsible for your interactions with other Users and their agents and agree to exercise good judgment and proper caution in your interactions with other Users and their agents. You, as a User, assume all risks associated with such interactions with other Users or the agents of any Users.

 

 

  • Disclaimer of Liability; Release. To the maximum extent permitted under applicable laws, NeighborPlate disclaims any liability related to: (a) any incorrect, inaccurate, or improper content posted on the Application, including Listing information, whether caused by NeighborPlate, a User, or any other person or cause; (b) the conduct, whether through the Application or in person, of any Customer, Chef, or Chef’s agent (including persons instructed to deliver Orders); (c) any loss, damage, or injury caused by another User or another User’s agent, whether through the Application or in person; (d) any Sale, any Order, any meal, any delivery, or content posted on the Application; and (e) any error, defect, failure, interruption, delay in operation, alteration of, or unauthorized access to or alteration of the Application, its Services, or its User communications.

    To the maximum extent permitted under applicable laws, you, as a User of this Application release NeighborPlate from  any liability related to: (a) any incorrect, inaccurate, or improper content posted on the Application, including Listing information, whether caused by NeighborPlate, a User, or any other person or cause; (b) the conduct, whether through the Application or in person, of any Customer, Chef, or Chef’s agent (including persons instructed to deliver Orders); (c) any loss, damage, or injury caused by another User or another User’s agent, whether through the Application or in person; (d) any Sale, any meal, any delivery, or content posted on the Application; and (e) any error, defect, failure, interruption, delay in operation, alteration of, or unauthorized access to or alteration of the Application, its Services, or its User communications.

 

  • Alcoholic Beverage Policy.

 

  • You expressly acknowledge that you are solely responsible for your actions and/or omissions relating to your use of this Application and the provision of services made possible by the Application under the terms of this Agreement.  You are also solely responsible for the acts and/or omissions of you or your agents and any failures to comply with the terms of this Agreement.   You agree to indemnify and defend NeighborPlate and its subsidiaries, parent companies, affiliates, officers, employees, agents, partners, and licensees (collectively, the “Released Parties”) from and against any and all claims, suits, actions, causes of action, and other proceedings, and shall hold the Released Parties harmless from any damages, injuries, and costs, including attorney’s fees, costs of defense, or other expenses of any nature whatsoever, arising from or relating to any use of the Application by you, or your breach of this Agreement. NeighborPlate reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

 

  • Non-waiver of Breach. Any waiver by NeighborPlate of any breach of any provision of this Agreement or failure of NeighborPlate to take any action with regard to any breach of this Agreement shall not be deemed a waiver as to any other breach of this Agreement.

 

  • Exclusion of Warranty. THE APPLICATION IS LICENSED TO AND ACCEPTED BY YOU “AS IS”, WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND.   You acknowledge that the Application may contain programming errors or “bugs” and that their existence in the Application is not a breach of this Agreement and does not otherwise create any liability or obligation by NeighborPlate.  You further acknowledge that information may be input into the Application by you or pulled from other third-party sources, and NeighborPlate makes no representations or warranties with respect to the accuracy of such information and disclaims any and all liability associated with the use of such information in connection with the Application or otherwise.  TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEIGHBORPLATE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.  WITHOUT LIMITING THE FOREGOING, NEIGHBORPLATE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 

  • Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEIGHBORPLATE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.  THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR NEIGHBORPLATE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU AND NEIGHBORPLATE AGREE THAT THE LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGE PROVISIONS IN THIS AGREEMENT ARE BARGAINED-FOR AND MATERIAL BASIS OF THIS AGREEMENT, AND THAT BOTH PARTIES HAVE TAKEN THEM INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY AND THE DECISION TO ENTER INTO THIS AGREEMENT.  YOU AND NEIGHBORPLATE AFFIRM THAT THESE PROVISIONS ARE FAIR AND REASONABLE.  IF YOU BECOME DISSATISFIED IN ANY WAY WITH THE APPLICATION OR SERVICES OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF THE APPLICATION OR SERVICES.

 

 

  1. Call and Text Notifications. In downloading the Application, accepting the terms of this Agreement, and when you provide us with your cell phone number, post a Listing, or place an Order, you are expressly consenting to receive telephone calls, text (SMS) and multimedia (MMS) messages (“Text Messages”) (collectively, “Notifications”) on behalf of NeighborPlate.  If you are a Chef, you will receive Text Messages each time a Customer places an Order in connection with your Listings.  If you are a Customer, you will receive Text Messages in connection with the Orders you place.

    You may opt out at any time by texting the word STOP to [INSERT PHONE NUMBER] from the enrolled mobile device.  If you do so, you will receive one further message confirming that you will no longer receive text messages.  If you need help, text HELP to [INSERT PHONE NUMBER] or call [INSERT PHONE NUMBER].  Standard data and message rates may apply for text alerts.  Please contact your mobile carrier for details.  NeighborPlate is not responsible for any charges incurred by you in connection with these text messages and does not guarantee successful transmission of these text messages to you or that such service will be available.

 

  1. Content and Services.

 

  1. Geographic Restrictions. The Application, including any accessible Content and Services, is based in the United States and provided and intended for access and use only by persons located in the United States (the “Territory”).  You acknowledge that you may not be able to use the Application or access all or some of the Content and Services outside the Territory and that access thereto may not be legal by certain persons or in certain countries.  If you access the Content and Services from outside the Territory, you are responsible for compliance with any applicable local laws or regulations.

 

  1. Application Updates. NeighborPlate may from time to time develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”).  Updates may also modify or delete in their entirety certain features and functionality.  You agree that NeighborPlate has no obligation to provide any Updates, to continue to provide or enable any particular features or functionality, and can do so of its sole discretion.

    Based on your Mobile Device settings, when your Mobile Device is connected to the internet, either: a) the Application will automatically download and install all available Updates; or b) you may receive notice of or be prompted to download and install available Updates.  You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so.  You further agree that all Updates will be deemed part of the Application and be subject to all terms of this Agreement.

 

  1. Copyrighted Materials. NeighborPlate respects the intellectual property of others and requests that you do the same.  If you believe another User is unlawfully infringing your copyright through his or her use of the Application, and you wish to have the allegedly infringing material removed, submit the following information via written notification to our Copyright Agent (as set forth below):

 

  • The signature, written or electronic, of a person authorized to act on behalf of the copyright owner of the work that has allegedly been infringed;
  • Identification of the copyrighted works you allege have been infringed;
  • Identification of the material on our Application you believe to be infringing and are requesting us to remove;
  • Sufficient information for us to locate the aforementioned materials;
  • Your contact information, including your email address;
  • Your statement affirming your good faith belief that the use of the material is not authorized under the law or by the copyright owner or his or her agent;
  • Your statement, under penalty of perjury, that the information in the notification is true and accurate and that you are either 1) the copyright owner of the copyright that you allege is being infringed, or 2) that you are authorized to act on behalf of that copyright owner. The preceding requirements must be included in your notification pursuant to the Digital Millennium Copyright Act (“DCMA”), 17 U.S.C. § 512. NeighborPlate’s Copyright Agent to receive the DCMA notices described above is [INSERT NAME AND ADDRESS].

 

  1. No Assignment. This Agreement and the license granted to you hereunder to use the Application is restricted solely and exclusively to you, and may not be assigned, sublicensed, sold, offered for sale or encumbered to any other person, company, or firm.  NeighborPlate may assign this Agreement in whole or in part at any time without your notice or consent.
  2. Relationship of Parties. Nothing in this Agreement shall be construed so as to constitute any User and NeighborPlate as joint ventures, partners, or agents of each other, and neither a User nor NeighborPlate shall have the power to obligate or bind the other in any way whatsoever.

 

  1. Entire Agreement. This Agreement and NeighborPlate’s Privacy Policy constitute the entire agreement between you and NeighborPlate with respect to the Application, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
  2. Partial Invalidity. If any part or provision of this Agreement is deemed to be invalid or unenforceable, the remaining provisions shall in no way be affected or impaired and shall remain in full force and effect.  If any provision is held to be overly broad by a court of competent jurisdiction, then the parties authorize such court to limit such provision to make it enforceable to the greatest extent.

 

  1. Term and Termination. The term of this Agreement commences when you download the Application and will continue in effect until terminated by you or NeighborPlate as set forth in this clause. You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device. NeighborPlate may terminate this Agreement at any time without notice if it ceases to support the Application, which NeighborPlate may do in its sole discretion.  In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms of this Agreement.

 

Upon termination, all rights granted to you under this Agreement will also terminate and you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.  Termination will not limit any of NeighborPlate’s rights or remedies at law or in equity.

 

  1. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Indiana, United States of America, without regard to its principles of conflicts of laws.  Both parties hereby expressly agree and contract that it is the intention of neither party to violate any public policy, statutory or common law; and that if any sentence, paragraph, clause or combination of same is in violation of any other applicable and controlling laws; such sentences, paragraph, clauses or combination of the same shall be inoperative and the remainder of this Agreement shall remain binding upon the parties hereto; and neither you nor NeighborPlate shall be relieved of any obligation as herein provided.   It is the intent of both parties to make this agreement binding to the extent that it may be lawfully done under existing Indiana laws.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply in any instance, including but not limited to application of any local adopting laws.  This Agreement is for the license and, not for the sale of a mobile application and related documentation.  No goods are being sold hereunder.

 

  1.  Except for a claim by NeighborPlate for infringement of NeighborPlate’s intellectual property rights, any and all disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules and procedures of the American Arbitration Association (“AAA”), which rules are deemed to be incorporated by reference into this clause.  The tribunal shall consist of one (1) arbitrator appointed within the rules of the AAA.  However, it is understood that both parties shall be entitled to take any reasonable measures for the protection of rights accrued to them by this Agreement without prejudice to the provisions of this clause.  The arbitration shall be held in Indianapolis, Indiana.  The applicable language shall be English.  The arbitration tribunal shall state in its award in detail the facts of the case and reasons for its decision.  The award shall be final and binding and not subject to appeal.  Each party agrees that any arbitration proceeding with respect to any dispute shall be commenced not later than one (1) year after the date that such dispute arose.
  2. Class Action Waiver. You agree that any arbitration or proceeding arising from this Agreement shall be limited to the dispute between you and NeighborPlate.  You agree that no arbitration proceedings will be joined and that you have no right or authority to arbitrate any disputes between us on a class action basis.

 

  1. Changes to this Agreement. This Agreement may be modified from time to time for any reason.  We will notify you of any changes either through notification in the Application or via email.  Any such changes will be effective immediately.  Your continued use of the Application after receiving notice of these changes affirms your acknowledgement of those changes and your agreement to be bound to those changes and under the terms of the resulting Agreement.