If you are a Vendor, you understand clearly, acknowledge and agree that you are not an employee of Lovefoodies in any regard and that nothing in this Agreement will be construed as establishing an employment or agency relationship between you and Lovefoodies, and that you have no authority to bind Lovefoodies by contract or otherwise. As an independent contractor, you agree that you will determine, in your sole discretion, the manner and means by which you provide meals, and any forms of food or edible product to Individuals and that you will at all times comply with all applicable laws, these Terms, the Meal Contract, Cancellation and Refund Policy and any other guidelines or rules provided to you by us.

As an independent contractor, you agree that you will report to all applicable government agencies as income all payments received by you pursuant to these Terms. This means you will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency for any payments received by you. You are not entitled to any benefits paid or made available by Lovefoodies to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Lovefoodies pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You agree to defend, indemnify and hold harmless Lovefoodies and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from your breach of the foregoing obligations.

As an applicant for an eligible Vendor, you agree to provide necessary information if Lovefoodies requires, such as social security number, credit scores and so on, to a third-party agency. After passing a background check, you are a candidate of Lovefoodies Vendor.

Lovefoodies provides a platform that enables Individuals to purchase meals (“Meal”) from Vendors. Using the Services, individuals may review Vendors, their menus, dates of availability, delivery and pickup options, and then order a Meal, which has all necessary information including:

• How the Individual would like to get the Meal, either Delivery, Group Pickup or Store Pickup
• Payment
• Valid open hours
• Available coupons
• Contact details: address, (in order confirmed status) email, or phone number
• Special requests regarding food preparation
• Average preparation time for each Meal (Optional)
• Ingredient in each Meal (Optional)

Once a Buyer submits an order, Vendors will be able to log into their account and view the order, which now constitutes a contract (“Meal Contract”). Lovefoodies can’t guarantee that every Meal will arrive exactly within the timeframe you select. If a Meal arrives early or late, you agree that you will still accept the Meal and release us from all liability for any loss, damage, or inconvenience that you encounter as a result of early or late delivery. Please review our Delivery and Cancellation Policy. Following the last cancellation period, all sales are final. However, if something unexpected happens in the course of fulfilling your order, we reserve the right to cancel your order for any reason, and if the Vendor cancelled your order, you will be returned for full payments made.

Vendors and Buyers agree that their transaction of ordering and preparing a meal is a direct contractual relationship with the other in the Meal Contract. If you are a Buyer, you and on behalf of your other individuals in your household or other persons who are consuming the meal agree that this contractual relationship is formed when the Vendor offers a meal and a Buyer accepts and pays for the meal. Each Meal Contract shall also contain the following terms:

• 1. Each Buyer and Vendor agree that Lovefoodies offers a technology services platform, connecting Individuals and Vendors, to provide the meal and Lovefoodies is not involved in the preparation of food. Lovefoodies’ sole responsibility with respect to Orders is limited to: (a) facilitating the availability of the food preparation services, and (b) serving as the limited authorized agent of the Vendor for the purpose of accepting payments from buyers on behalf of the Vendor and transmitting such payments to the Vendor.
• 2. Vendor shall perform food preparation services for Buyers (alone or for other Individuals) in a timely, professional and workmanlike manner, in accordance with the applicable meal order and generally accepted industry standards. If the Vendor fully completes the meal order later than the appointed time, the amount of the transaction is possible to be cancelled due to the unfulfilled timely transaction.
• 3. Vendor and Buyer acknowledge that Lovefoodies does not, in any way, directly or indirectly control Vendor’s food preparation services to buyers. As such, you each, that is, Buyer and Vendor agree to indemnify, hold harmless and defend Lovefoodies from any and all claims arising out of or related to the Meal Contract, including but not limited to claims arising out of the food preparation services by Vendor to Buyer and its guests.
• 4. Vendor shall respond to Buyer's applicable meal order within a reasonable timeframe, either accept or reject, otherwise the Buyer's meal order will be cancelled automatically by Lovefoodies' system.
• 5. If Buyer found the meal order did not meet the description on order and cannot accept it, the Buyer can submit a complaint to the Vendor via Lovefoodies. The complaint must include credible evidence such as phone, videos, photographs, and so on. Lovefoodies will notify the Vendor only if the evidence is verified in Lovefoodies’ sole discretion. The related negotiation is between the Buyer and the Vendor.
• 6. Buyer is obligated to clearly itemize special requests in the "Notes for Chef (Optional)" section of the meal order, such as Food Allergens, etc. Vendor is obligated to read thoroughly Buyer's special requests and reject the meal order in accordance with Buyer's special requests, once Vendor discovers that any ingredients in this meal order has any potentially detrimental effects to Buyer.

As a User, you agree to pay and authorize Lovefoodies’ third party payment processor to charge via credit card or third party payment processing account. All meals are payable by our third-party payment processor, Stripe, and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a User on Lovefoodies, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Lovefoodies enabling payment processing services through Stripe, you agree to provide Lovefoodies accurate and complete information about you and your business, and you authorize Lovefoodies to share it and transaction information related to your use of the payment processing services provided by Stripe. If you are a Buyer, you understand that:

• 1. Prices. (a) the prices for food displayed through the App may differ from the prices offered or published by Food Service Providers for the same items and/or from prices available at other third-party mobile application or websites and that such prices may not be the lowest prices at which the items are sold; (b) the Vendor has no obligation to itemize its costs, profits or margins when publishing such prices; and (c) the Vendor reserves the right to change such prices at any time, at its discretion. Vendors are liable for all transaction taxes on the Services provided under this.
• 2. No Refunds. Charges paid by you for completed and delivered orders are final and non-refundable. Lovefoodies has no obligation to provide refunds or credits, but may grant them between Buyer and Vendor, in each case in Lovefoodies’ sole discretion.
• 3. Cancellation and Change. You cannot cancel or change your order after the Vendor accepted through App or Website. We allow, however, you have the chance to negotiate with the Vendor via the Vendor contact information on the meal order.
• 4. Fees for Services and Software. Lovefoodies doesn’t charge any fees for its services.

To access the Services you will be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide is true, correct, accurate, current, and complete. Perhaps you will be asked to provide certain additional information that will assist in authenticating your identity.

If you choose, or are provided with, an username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

Lovefoodies will not be liable for any loss or damage caused by any unauthorized use of your account.

We reserve the right to withdraw or amend the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period.

You will not use the Services for any unlawful purpose or to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme.

You will not access or use the Services to collect any market research for a competing business.

You will not upload, post, e-mail, transmit, or otherwise make available any content that: infringes any copyright, trademark, or other proprietary rights of any person or entity; or is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or discloses any personal information about another person, including that person’s name, e-mail address, postal address, phone number, credit card information, or any similar information.

You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the platform, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file.

You will not create multiple accounts for yourself for any reason, including, without limitation, in order to obtain the same promotion multiple times.

You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means.

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Services, or any portion of the Services, without notice.

The Services contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Lovefoodies Inc. (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

Although we encourage you to email us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, complaints, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

You retain all copyrights and other intellectual property rights in and to anything you post to the Services. You do, however, grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license to use, modify, copy, distribute, publish, perform, sublicense, and create derivative works from all submissions you provide to us in any media now known or hereafter devised and for any purpose.

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Content or the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

The Services are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

We may revise and update these Terms from time to time in our sole discretion. When we make a revision, we will let you know by posting the revised Terms on the website, in our App or through other communications. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any material changes to these Terms or changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted. If you do not agree to be bound by the modified Terms, then you may not use the Services anymore. We further reserve the right to discontinue all or any part of the Services at any time and without notice in our sole discretion.

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your and any device’s access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

In the event of a dispute arising under or relating to this Agreement or the Services or any other products or services provided by us (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court in Santa Clara, California may enforce the arbitrator’s award. The arbitration shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”). Such disputes will be resolved by the arbitrator as determined under the JAMS Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. If conducted in person, the arbitration shall take place in Santa Clara, California. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In addition, we may bring an action for injunctive relief in any court of competent jurisdiction.

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (a) no arbitration or proceeding shall be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California, without giving effect to its principles of conflicts of laws. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Independent contractor relationship with vendor,” “Meal order terms,” “Payment terms,” “Accessing services and account security,” “Intellectual Property,” “Communications to Lovefoodies,” “Indemnification,” “Changes to the terms of use,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” “Miscellaneous,” and “Independent contractor agreement with vendor.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Copyright 2017 Lovefoodies. All rights reserved. Apple, the Apple logo, iPad, and iPhone are trademarks of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple Inc. Android, the Android logo, Android pad, and Android mobile are trademarks of Google Inc., registered in the U.S. and other countries. Google play is a service mark of Google Inc.