Version: 1, Wed, Mar 17th 2021
Client App and Plentiful via Text
End User Agreement
Last Updated: March 17th, 2021
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
4. RESTRICTIONS. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Pantry Client App or make the Pantry Client App available to any third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Pantry Client App; (c) you shall not access the Pantry Client App in order to build a similar or competitive product or service; (d) except as expressly stated herein, no part of the Pantry Client App may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (e) any future release, update, or other addition to functionality of the Pantry Client App shall be subject to the terms of this Agreement, unless Plentiful expressly states otherwise.
5. ACCEPTABLE USE. By accessing and/or using the Plentiful Platform, you hereby agree to comply with these rules and that:
● You will comply with all applicable laws in your use of the Plentiful Platform and will not use the Plentiful Platform for any unlawful purpose;
● You will not access or use the Plentiful Platform to collect any market research for a competing business;
● You will not upload, post, e-mail, transmit, or otherwise make available any content that:
o infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
o is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
o discloses any sensitive information about another person, including that person’s 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 decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Plentiful Platform;
● You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Plentiful Platform;
● You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Plentiful Platform, directly or indirectly, except for Internet search engines and non-commercial public archives that comply with our robots.txt file;
● You will not use, frame, or utilize framing techniques to enclose any Plentiful trademark, logo, or other proprietary information (including the images found on the Plentiful Platform, the content of any text, or the layout/design of any page or form contained on a page) without Plentiful’s express written consent;
● You will not use meta tags or any other "hidden text" utilizing a Plentiful name, trademark, or product name without Plentiful’s express written consent;
● You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
● You will not interfere with or attempt to interrupt the proper operation of the Plentiful Platform 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 Plentiful Platform through hacking, password or data mining, or any other means.
If you find something that violates this Acceptable Use section, please let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Plentiful Platform or any portion of the Plentiful Platform, without notice, and to remove any comments that do not adhere to these guidelines.
6. INTELLECTUAL PROPERTY. Plentiful and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Plentiful Platform. Any rights not expressly granted by Plentiful in the Agreement are reserved. The Plentiful Platform contains materials, such as software, text, graphics, images, sound recordings, audiovisual works, and other materials provided by or on behalf of Plentiful (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 Plentiful Platform automatically terminates and you must immediately destroy any copies you have made of the Content and the Plentiful Platform.
The trademarks, service marks, and logos of Plentiful (“Plentiful Trademarks”) used and displayed on the Plentiful Platform are registered and unregistered trademarks or service marks of Plentiful. Other company, product, and service names located on the Plentiful Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Plentiful Trademarks, the “Trademarks”). Nothing on the Plentiful Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Plentiful Trademarks inures to our benefit.
Elements of the Plentiful Platform 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.
7. Surveys. From time to time, you may also receive invitations to participate in surveys. You are not obligated to participate in these surveys. Survey topics will range and may include feedback about your pantry visit experience, or to assess your interest in products or services, or for other subjects of public interest. Some surveys may compensate you for your participation and receipt of such compensation will be explained in the invitation.
8. REGISTRATION. If you would like to use the Pantry Client App, you will need to download the Pantry Client App from the Apple, Android or any other app store through which the Pantry Client App is made available to you using your app store credentials. Upon downloading the Pantry Client App, you will have to create an account by providing your email address and creating a user name and password for your account. You can also use the web-based version of the Pantry Client App through the website located at https://app.plentifulapp.com. If you use the web-based version of the Pantry Client App, you will have to create an account by providing your email address and creating a user name and password for your account. If you would like to use Plentiful via Text, you will have to provide your phone number. You represent and warrant that all login information you submit is truthful and accurate and you will maintain the accuracy of such information. You are responsible for the confidentiality of your login information. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason. We are under no obligation to accept any User, and may accept or reject any registration in our sole and complete discretion.
9. FEES. The Plentiful Platform is currently provided to you for free. However, we reserve the right to begin charging fees at any time upon notice to you.
10. COMMUNICATIONS TO US. Although we encourage you to e-mail 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, 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 acknowledge and agree that (i) this End User Agreement is concluded between you and Plentiful only, and not Apple, and (ii) Plentiful, not Apple, is solely responsible for the Apple App and content thereof. Your use of the Apple App must comply with the App Store Terms of Service.
· You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App.
· In the event of any failure of the Apple App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App. As between Plentiful and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Plentiful.
· You acknowledge that, as between Plentiful and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Apple App or your possession and use of the Apple App, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
· You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
12. DISCLAIMER OF WARRANTIES. NONE OF PLENTIFUL, CITY HARVEST, UNITED WAY OF NEW YORK CITY, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “PLENTIFUL PARTIES”) ENDORSE OR RECOMMEND ANY PANTRIES. YOU ACKNOWLEDGE AND AGREE THAT THE PLENTIFUL PLATFORM MERELY ACT AS A VENUE THAT ALLOWS YOU TO SCHEDULE VISITS TO PANTRIES THAT ACCEPT RESERVATIONS, OR SEE THE OPERATING HOURS OF PANTRIES THAT DO NOT SCHEDULE VISITS. NONE OF THE PLENTIFUL PARTIES HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY PANTRIES YOU VISIT OR ANY FOOD ITEMS THAT ARE PROVIDED BY ANY PANTRIES OR ANY RESULTS CAUSED BY VISITING ANY PANTRIES OR CONSUMING ANY FOOD ITEMS PROVIDED BY ANY PANTRIES, INCLUDING WITHOUT LIMITATION, ANY DEATH, OR BODILY INJURY YOU MAY SUFFER. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SENTENCE DOES NOT APPLY TO CONSUMERS LOCATED IN NEW JERSEY. The PLENTIFUL PLATFORM, AND THE CONTENT AND materials THEREin are provided "as is" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. Plentiful makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Plentiful does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials, CONTENT AND THE PLENTIFUL PLATFORM.
THE PLENTIFUL PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE PLENTIFUL PLATFORM. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLENTIFUL PLATFORM AT ANY TIME WITHOUT NOTICE.
13. LIMITATION OF REMEDIES AND DAMAGES.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) NONE OF THE PLENTIFUL PARTIES SHALL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THIS AGREEMENT, EVEN IF SUCH PLENTIFYL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF OR INABILITY TO USE THE PLENTIFUL PLATFORM, OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold harmless the Plentiful Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content, and the Plentiful Platform; and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.
- COMPLIANCE WITH APPLICABLE LAWS.
The Plentiful Platform is 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 Plentiful Platform, 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.
16. TERM AND TERMINATION.
This Agreement and the licenses granted hereunder are effective on the date you install or use the Plentiful Platform and shall continue unless and until this Agreement is terminated by Plentiful pursuant to this section. Plentiful may terminate this Agreement immediately upon notice for any reason including but not limited to, your material breach of any the terms hereof. Upon termination, the license granted hereunder shall terminate and you shall immediately destroy any copies of the Plentiful Platform in your possession, but the terms of this Agreement, which are intended to survive termination, will remain in effect.
17. EXTERNAL SITES.
The Plentiful Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
18. BINDING ARBITRATION.
In the event of a dispute arising under or relating to this Agreement, the Plentiful Platform or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND 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. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 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 the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Plentiful from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Plentiful’s proprietary interests.
19. CLASS ACTION WAIVER.
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, (i) no arbitration or proceeding shall be joined with any other; (ii) 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 (iii) 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.
Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the United States without regard to the conflict of laws provisions therein that would require application of the laws of another jurisdiction. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in New York City with sole venue in the courts located in New York County and each party hereby submits to the personal jurisdiction of such courts, except that Plentiful may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to you may be provided by email. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Except as otherwise expressly provided in this Agreement, any modifications of this Agreement must be in writing and agreed to by both parties.
QUESTIONS OR ADDITIONAL INFORMATION.
If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to email@example.com.
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