Before participating in the program(s) operated by FoodFull, please read the terms and conditions for using FoodFul. These FoodFull Merchant Terms(“Terms”) apply to the service relationship between FoodFull, its slubsidiaries and affiliates (collectively “FoodFull” or “FF”) and the merchant food vendors (“Food Vendors” or “FV”) including but not limited to: restaurants, grocery stores, food trucks, and other food vendors. By using or accessing FoodFull application(s), you are agreeing to the terms and conditions listed below, as well as affiliated Privacy Policy. By executing the sign up with FoodFull or otherwise agreeing to these terms, including through an authorized FoodFull partner, you or the entity you represent agree on behalf of all participating Food Vendor location(s) to be bound by these terms to the exclusion of all other terms. The section below entitled dispute resolution has a mandatory arbitration provision affecting a Food Vendor’s legal rights. Terms of use and obligations are listed below throughout showing legal rights.
1. Rights and Obligations of FoodFull
a. FoodFull enables Food Vendors the pickup of food verified via FF’s proprietary ordering, advertising, delivery logistics and billing systems (the “FoodFull Systems or also “Systems”) and any FoodFull services pertaining, but not limited to, actions the FoodFull activities through FF pertaining to ordering, delivery/pickup, and all other actions (“Services”) at foodfull.com and its associated web-based and mobile properties and applications through Services with 501(c)(3) accredited Organizations.
b. FoodFull will include Food Vendors on the Systems as provided herein in the case information provided is valid and sufficient to complete FF activities as deemed by FF, and will enable the transmission of orders to Food Vendors for pickup or delivery.
c. FoodFull will connect Food Vendors with users and drivers of 501(c)(3) Non Profit accredited Organizations (the “Non Profit Drivers”) on FoodFull Non Profit app. A thorough screening process has been applied to each Non Profit working with FoodFull. The FoodFull process of verification ensures the 501(c)(3) status for companies working with FoodFull. 501(c)(3) partners are responsible for issuing and maintaining protection of their login credentials to their employees. 501(c)(3) partners have been instructed to inform FF immediately if unauthorized use occurs. FF does not discriminate against any 501(c)(3) Partners as long as they work with a program that aligns with FoodFull’s ultimate goal to eradicate hunger and food waste. FoodFull does so through fostering partnerships to end hunger through ending food waste. FF does not prescribe to favoritism to the causes associated with 501(c)(3) organizations. The 501(c)(3) partners who are allotted for pickup is based on distance, and they may choose to pick up or not pick up food based on a litany of factors at their discretion including but not limited to, the amount and value of food for them to pick up.
FF’s verification of the authenticity of 501(c)(3) accredited organizations provides the following benefits (assuming all food was donated in good faith as wholesome for consumption) including:
- Providing the tax-exempt status for Food Vendors food.
- Providing liability protection when food is picked up by 501(c)(3) users and partners.
For more information regarding liability protection under FF visit http://foodful.com/foodful-donee-protection/
d. FF will connect Food Vendors with the 501(c)(3) Organization Drivers, through FF Systems. Food Vendors expressly permit FF to have access to, and the use of the data with FF Systems software. FF owns all right, title, and interest in and to the FF System and any content supplied by FF, and will have editorial control over FF System, including the presentation of any content provided by Food Vendors. (“Food Vendor Content”). Food Vendor Content may include, without limitation, menus, photographs, trademarks, and logos. For the term of the Agreement and thereafter, Food Vendors hereby grants to FF a royalty-free, worldwide, sub-licensable, transferable, fully paid-up, irrevocable right and license to use the Food Vendor Content on the Systems, and for marketing and promotional purposes via any means now known or hereinafter developed FF and affiliated partners will retain information for the period necessary to fulfill stated principles of Privacy Policy. FF may remove Food Vendor Content on the Systems at any time if it believes, in its sole discretion, that such Food Vendor Content violates any applicable laws, infringes upon any third-party rights, or otherwise impacts the integrity of the Systems.
2. Supplementary Rights and Obligations of Food Vendors
- Food Vendor agrees that the use of the Systems and Services is subject to the FoodFull Terms of Use currently in effect and further agrees that Food Vendor’s data will be in compliance with the FoodFull Privacy Policy.
- Food Vendor represents, warrants and covenants that 1. It can act in compliance with the terms of use without breaching any other agreement. 2. it is duly organized, validly existing and in a case of eminent standing coinciding with pertinent legislation and codes; 3. the Food Vendor’s Content will not breach or otherwise act in a manner derelict of responsibilities or encroach upon the rights of other third party(s) the Food Vendor is working with; 4.it will observe any and all applicable food, drink (including alcohol) or other health and safety codes, or other legislation, including any other legislation pertinent to its business.
- Food Vendor’s will properly value their food for the correct worth. FF is not responsible for designating the worth of your food. Food Vendor will state in accordance with food’s retail value. FF is absolved of all responsibility in the case that the food value amount is input incorrectly or wrong.
- Food Vendors are responsible for selecting who receives login credentials for FF related applications. Individuals utilizing FF applications, software, and services promise to act on the best interests of the Food Vendors. Individuals who utilize FF Services agree to have been given consent to operate on behalf of the Food Vendor. FF operates under the condition that users affiliated with each Food Vendor have been given consent to operate on behalf of the Food Vendor. FF is not responsible if unauthorized users utilize FF Software. Individuals who have not been given consent to operate on behalf of Food Vendor will be held liable for repercussions and damages of use of FF Services. The same mandate is applied to affiliated 501(c)(3) partners and interaction(s) here within Food Vendors and 501(c)(3) partners.
- You are responsible for maintaining the confidentiality and security of your account and password and for all actions that occur in connection with your account and password. You agree to (a) immediately notify FF of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or information available to you through the FF apps Systems and Services; and (b) ensure that you exit from your Account at the end of each session. FF will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to (a) comply with, and (b) in this section or for any acts or omissions by you or someone else using your Account and/or password. The same mandate is applied to affiliated 501(c)(3) partners and interaction(s) here within Food Vendors and 501(c)(3) partners.
- Food Vendors will indemnify and hold FF including its directors, employees, officers, agents harmless from any and all claims, actions, proceedings and damages arising out of Food Vendor’s activities, including, without limitation, (i) any third-party transactions including but not limited to activities, transactions, or interactions with 501(c)(3) Partners, or financing arrangement; (ii) Food Vendor’s provision, calculation, reporting or remission of taxes; or (iii) any breach or alleged breach of the representations, warranties or covenants set forth in the Agreement. FF will provide prompt notice to Food Vendor’s of any potential claim subject to indemnification hereunder. Food Vendor will assume the defense of the claim through counsel designated by it and reasonably acceptable to FF, provided that FF may use counsel of its choice at its own expense. The Food Vendor will not settle or compromise any claim or consent to the entry of any judgment without the written consent of FF, which will not be unreasonably withheld. FF will reasonably cooperate with Food Vendor in the defense of the claim, at Food Vendor’s expense.
Prohibitions in relation to usage of Services or Mobile Application: Without limitation, you undertake not to use or permit anyone else to use FF Systems and Services in the case of the following instances, which you are responsible for ensuring:
a. to send or receive any material which is not civil or tasteful
b. to send or receive any material which is threatening, grossly offensive, of an indecent, obscene or menacing character, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, rights of personality, publicity or privacy or any other third party rights;
c. to send or receive any material for which you have not obtained all necessary licenses and/or approvals (from us or third parties); or which constitutes or encourages conduct that would be considered a criminal offense, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party in any country in the world;
d. to send or receive any material which is technically harmful (including computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
e. to cause annoyance, inconvenience or needless anxiety;
f. to intercept or attempt to intercept any communications transmitted by way of a telecommunications system;
g. for a purpose other than which we have designed them or intended them to be used;
h. for any fraudulent purpose;
i. other than in conformance with accepted Internet practices and practices of any connected networks;
j. in any way which is calculated to incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity; or
k. in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure.
Without limitation, you further undertake not to or permit anyone else to:-
a. resell any products or samples ;
b. furnish false data including false names, addresses and contact details and fraudulently use credit/debit card numbers;
c. attempt to circumvent our security or network including to access data not intended for you, log into a server or account you are not expressly authorized to access, or probe the security of other networks (such as running a port scan);
d. execute any form of network monitoring which will intercept data not intended for you;
e. enter into fraudulent interactions or transactions with us or a Merchant (including interacting or transacting purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party);
f. extract data from or hack into the FF Sites;
g. use FF Systems and Services in breach of these Terms and Conditions of Use;
h. engage in any unlawful activity in connection with the use of FF; or
i. engage in any conduct which, in our exclusive reasonable opinion, restricts or inhibits any other customer from properly using or enjoying the FF.
3. Disclaimer
TO THE MAXIMUM DEGREE PERMITTED BY LAW, AND OTHER THAN AS EXPLICITLY STIPULATED IN THE AGREEMENT, FF AND ALL FF AFFILIATED PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN ASSOCIATION WITH THE AGREEMENT, THE SYSTEMS, THE SERVICES, AND ANY USE THEREOF, INCLUDING WITHOUT LIMITATION IMPLICIT OR EXPRESSED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE PRESENTED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER FF NOR ANY AFFILIATED FF PARTNER(S) WILL BE LIABLE TO FOOD VENDOR FOR DAMAGES RESULTING FROM THE FAILURE OF THE SYSTEMS, SERVICES OR FOOD VENDOR CONTENT. FF WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO FOOD VENDOR FOR INDIRECT, INTENTIONAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, DISTINCTIVE OR EXEMPLARY DAMAGES RESULTING FROM OR RELATED TO THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THESE WILL SURVIVE AND PERTAIN EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
4. Payment Terms
As the Food Vendors are utilizing and accessing the FF Systems and Services applicable to the Food Vendors, Food Vendors will be charged for the utilization of FF Systems and affiliated Services(referred to as, “Commissions”). FF Commissions are based on completion of pickup of food by an accredited 501(c)(3) Non Profit Partner and will go into effect prior to the tax breaks created in relation to the usage of FF Systems and Services.
5. Term
a. The provision of the FF Systems and Services does not include the provision of a mobile telephone, email, or handheld device or other necessary equipment to access the FF Systems or Services. To use FF Systems, you will require Internet connectivity and appropriate telecommunication links. You acknowledge that the terms of agreement with your respective mobile network provider (“Mobile Provider”) will continue to apply when using FF. As a result, you may be charged by the Mobile Provider for access to network connection services for the duration of the connection while FF or any such third party charges as may arise. You accept responsibility for any such charges that arise.
b. If you are not the bill payer for the mobile telephone or handheld device being used to access the Mobile Application, you will be assumed to have received permission from the bill payer for using the Mobile Application.
c. The Agreement may be canceled by the Food Vendor with written notice of five (5) days to the opposite party.
d. Food Vendors may cancel FF applications and affiliated Services, it may at any time with a written notice to FF five (5) days prior to canceling. Merely uninstalling the app from a Food Vendor users phone will not lead to complete canceling with FF. FF services are accessible on each phone it is uploaded on, in the case affiliated account of Food Vendor is logged into. Notwithstanding to the contrary stated, FF Services and Software will continue to be in effect, with the possibility of updates and revisions to the following including: terms of service and use, commission, and the FF Services or processes may be updated themselves.
5. Governing Law
Access and/or use of FFNPA, Materials, Systems, and all other content of the Sites is subject to all applicable international, federal, state and local laws and regulations. The terms, conditions, and policies contained in this Agreement shall be governed by and construed in accordance with both federal law and the laws of the State of California, as we without regard to its conflict of laws and principles.
6. Licensing and Materials
We grant you a limited, non-exclusive, non-transferable and revocable license to access and use the Driver App and/or the Materials, solely as permitted by these Terms of Use and subject to all the terms and conditions of the Agreement, all applicable intellectual property laws, and any Additional Terms (as defined below) contained on the Driver App. Any other use of the Driver App and/or the Materials is strictly prohibited without the written permission of FF or appropriated third parties.
Users or accessors of FF Sites or Services may not sell, redistribute, decompile, reverse engineer, or otherwise reduce the software in an effort to simplify the raw binary code into something more tangible to a perceivable form. Users or accessors of FF Sites or Services are not allowed to copy, or modify the app, any part of the app, or our trademarks in any way without written consent from FF. Users or downloaders are not allowed to attempt to extract the source code of the app, to translate the app into other languages, and/or make derivative versions. The app(s) itself, and all the trade marks, copyright, database rights and other intellectual property rights related to it, belong to FoodFull.
FF reserves the right, to modify, suspend, or discontinue at any time, with or without notice, the FF NP Sites or Services offered on or through the Sites (or any part thereof), including but not limited to the FF Sites and Services features, look and feel, and functional elements and related services.
7. Updates
FF may wish to update the FF apps, Systems, Sites, and Services. The app is currently available on Android & iOS – the requirements for both systems (and for any additional systems we decide to extend the availability of the app to) may change, and requiring the user to download the updates to keep using the app. FoodFull does not promise that it will always update the app so that it is relevant and works with the Android & iOS version installed on the device. Older iterations of FF app(s) may lose functionality over time, while updating the app will provide a current operating system. We may also wish to stop providing the app and may terminate use of it at any time without giving notice of termination. Unless stated otherwise, upon any termination, (a) the rights and licenses granted in these terms will end; (b) user must stop using the app, and (if needed) delete it from the devices.
8. Third-Party Information
FF Sites and Systems contains links to websites that are owned and maintained by third parties and may be subjected to additional terms and conditions. FF does not control, review, or monitor Third-Party Websites and makes no guarantees of any affiliated information or functionality regarding Third-Party Websites. FF does not endorse or recommend any of the listed products.
9. Miscellaneous Terms
FF has the ability to revise and change these Terms at any time at the discretion of FF. It is the Food Vendor’s responsibility to review these Terms periodically ensuring compliance with Terms. A party will not be liable for any failure of or delay in the implementation of the Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, or any other force or major event. Allocation of the Agreement by Food Vendor in violation of the agreements provision will be deemed a nullity. FF can unreservedly assign the Agreement. Any dispute, controversy, or proceeding arising out of or relating to the Agreement or the relationship between the parties hereto will be governed in accordance with the terms of the Agreement. For further information, read our Privacy Policy. The customer data, ownership, confidentiality, indemnity, limitation of liability and arbitration provisions and any other terms required for the full interpretation of the Agreement following expiration or termination will survive any expiration or termination of the Agreement.
10. Severability and Waivers
Any waiver by FoodFuldl of any provision of this Agreement must be in writing. If any portion of this agreement is found invalid, void, or unenforceable, then that part will be deemed to be superseded by a valid provision that matches as closely as possible in regards to intent. The remainder of this Agreement shall continue to be enforceable and valid according to the terms listed with the exception being the newly updated portion now has precedence over the previous section.
11. Notices
All notices prescribed to this Agreement will be in writing and will be deemed to have been shared at the earliest occurrence. All notices to Food Vendors will be sent to Food Vendors via information associated with the account and accepted by FF in writing. All notices to FF be sent to the below unless otherwise provided by FF.
Email: foodfull,app@gmail.com