Terms and Conditions

Last updated: May 10, 2019

PaidMeals, accessible online through a mobile app and via website at www.PaidMeals.com (together with any successor application(s), website(s), platform(s), tool(s), and all Services; collectively the “Platform“), is operated by PaidMeals, Inc. (“we,” “us,” or “our”). Your use of the Platform is governed by these Terms and Conditions (“Agreement“) and a separate Privacy Policy, regardless of how you access the Platform.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY USING THE PLATFORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND TO ANY ADDITIONAL RULES AND GUIDELINES THAT WE POST ON THE PLATFORM. IF YOU DO NOT AGREE TO ANY PROVISION OF THIS AGREEMENT, YOU SHOULD NOT USE THE PLATFORM.

We may make changes to this Agreement from time to time; we may notify you of such changes by any reasonable means, including by posting the revised versionof this Agreement on the Platform. It is your responsibility to review the most recent version of the Agreement frequently and remain informed about any changes to it. You can determine when we last changed this Agreement by referring to the “Last updated” legend above. Your use of the Platform following changes to this Agreement will constitute your acceptance of those changes.

ABOUT US

PaidMeals makes buying a meal for someone in need easy. We connect people in need of support with those who are willing to contribute and Vendors who would like to participate in our cause.

Our mission is to provide help in as simple and direct way as possible. We rely on the good will and ethics of all parties involved. We are happy to cooperate with Vendors who share our mission and intend to treat all of the receiving individuals with respect and care, just like they would treat any of their regular customers.

PaidMeals is not a food purveyor or food preparation entity itself. The Vendors we connect other parties with are completely independent from us. We strive to verify the Vendors before allowing them to join our Platform and we require them to comply with federal, state, and local laws and regulations, but we are not responsible for the quality and standards of food preparation, storage, or safety, or for delivery and other aspects of Vendors’ business activities. Please review the Disclaimers of Warranties, Limitation of Liability, and Indemnity sections below for more details.

ACCOUNTS AND SERVICES

There are three types of PaidMeals user accounts: Receiver account, Contributor account, and Vendor account. You must be a user to access the Platform. You may only create one account for your use, but you can switch your account between Receiver and Contributor types.

Our Platform is available to individuals who are at least 13 years of age. By registering to use the Platform, you represent and warrant that you are at least 13 years of age, or that you are a business entity in good standing, and that you have the right, authority, and capacity to enter into this Agreement and to abide by its terms. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. You may not authorize third parties to use your PaidMeals account. You may not assign or otherwise transfer your PaidMeals account to any other person or entity. You agree that you will provide us with your valid, current e-mail address and phone number, both at the time of your registration with us and from time to time as your e-mail address or phone number changes.

Receiver accounts are intended for individuals in need of support and for non-profit organizations who provide food to those in need.

Individuals in need of support can register with the Platform and may upload their name, pictures, and personal information which will be available to view by other users of the Platform. PaidMeals believes that people in need should not face unnecessary hurdles in order to obtain support; thus, we rely on our users’ ethical approach and do not preemptively require proofs of financial or personal hardships. Nonetheless, PaidMeals reserves a right to terminate a Receiver account if reasonable doubts appear on whether the person’s financial or personal situation reasonably warrants a need for support.

Non-profit organizations (“NPOs”) can open Receiver accounts in order to receive contributions from other users of the Platform. In order to open a Receiver account, NPOs must provide information required for verification of their non-profit status, including but not limited to their legal name, address, Employer Identification Number, and IRS-issued tax exemption status letter. Verification is conducted by a third-party provider and the information provided for the purposes of verification is processed and stored by the thirdparty provider only. NPOs can provide content for their profile within the Platform available to view by other users.

Contributor accounts are intended for individuals who would like to fund meals for people in need. Contributors can browse through Receiver profiles within the Platform and choose individuals who they would like to fund a meal for; or they can fund a meal to be provided by one of the NPOs present on the Platform.Contributors can also use the Platform to help people in need we are not Platform’s users (“Beneficiaries”): with Beneficiary’s express consent, Contributors can submit the Beneficiary’s identifying information (name and/or picture) via the Platform to a Vendor. With Contributor’s funding provided, the Vendor then shall serve the Beneficiary with a meal pursuant to Contributor’s request. Contributors can fund meals through payments made on the Platform; all credit card, billing, and other payment information is processed and stored by a third-party provider of payment services.

Vendor accounts are intended for restaurants, grocery stores, bodegas, food carts, and other food vendors (“Vendors”) who would like to participate in the Platform by providing meals, funded by Contributors, to people in need. In order to open a Vendor account, Vendors must provide information required for their verification, including but not limited to their legal name, address, Employer Identification Number, and business licenses. Verification is conducted by a third-party provider and the information provided for the purposes of verification is processed and stored by the third-party provider only. Vendors can advertise their venues and menus on their profiles within the Platform available to view by other users. Vendors are required to comply with federal, state, and local laws and regulations, and are solely responsible for the quality and standards of food preparation, storage, or safety, for delivery and other aspects of their business activities. Vendors are expected to treat all of the persons in need who receive meals with utmost respect and provi de them with the highest level of service, just like any other customer would be. PaidMeals shall receive a fixed percentage of the price paid to Vendor by a Contributor for each meal pursuant to individual agreement made in writing or otherwise between Vendor and PaidMeals. Vendors are welcome to browse through Receiver profiles to identify people in need to whom they would like to donate meals out of their initiative, without action of a Contributor. Vendors are strictly prohibited from providing to anyone through the Platform or in connection with the Platform any alcohol beverages or meals or products containing pork; PaidMeals may terminate Vendors violating said prohibition without notice.

YOUR INFORMATION, CONTENT AND DATA COLLECTED

PaidMeals may collect, process, and store your personal information defined as any information you submit or make available (directly or indirectly), including through the registration process and through your use of the Platform, including but not limited to any content you submit (post) on your profile on the Platform. You are solely responsible for the information you provide, and we act only as a passive conduit for your online distribution and publication of information. You should understand that your personal information may be accessible by and made public through syndication programs (including data feed tools) and by search engines, metasearch tools, crawlers, metacrawlers, and other similar programs. If you choose to make any of your personal information publicly available on the Platform, you do so at your own risk. We make no representation as to the completeness, accuracy, or how current any information in the Platform.

We collect, use, and share Aggregated Data such as statistical or demographic information. Aggregated Data may be derived from your personal information. For example, we may aggregate your usage data to calculate the percentage of users accessing a specific feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with our Privacy Policy.

We may collect location information from the GPS functionality on your device. You authorize us to take such actions and access such data. You can grant or revoke your consent at any time and prevent us from continuing to access your GPS information by changing the settings on your device.

We do not claim ownership of your information and the content you provide. We will use your information and content only in accordance with our Privacy Policy. However, to enable us to use your information, and to ensure we do not violate any rights you may have in your information and content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise, commercialize and exploit the copyright, publicity, and database rights you have in your information and content.

Except as otherwise provided in our Privacy Policy, we will not sell, rent, or otherwise disclose any of your personal information (including your e-mail address) to any third party. You acknowledge and agree that we may disclose your information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (a) comply with a current judicial proceeding, a court order or legal process served on us, (b) enforce this Agreement, (c) respond to claims that your information violates the rights of third parties; (d) protect the rights, property or personal safety of our company, its members, agents, employees, users and the public; or (e) enable the transfer or sale to another entity of all or substantially all assets in the line of business to which this Agreement relates, or upon any other company reorganization, subject to the promises made in this Agreement. We also may disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is illegal or that we believe may expose us or you to legal liability.

PaidMeals will not be liable in any way for any information, including but not limited to, for any errors or omissions in your information or the information posted by other users, or for any loss or damage of any kind incurred as a result of the use of Your Information or information posted by other users posted and made available in connection with the Platform, or for any failure to correct or remove information.

We do not control the information or content provided by other users which is made available through the Platform. You may find other users’ information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Platform. Please note there is a risk that you may be dealing with people acting under false pretense.

PRIVACY POLICY

Our collection, use, and disclosure of your information is governed by the Platform’s Privacy Policy which you can access at www.paidmeals.com/privacy-policy. We comply with the European Union General Data Protection Regulation (“GDPR”).

YOUR CONDUCT

PaidMeals grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform, solely as expressly permitted by this Agreement. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Platform, including without limitation your submission of information. Users of the Platform shall respect the rights and dignity of others. Your use of the Platform is conditioned on your compliance with the rules of conduct set forth in this section; your failure to comply with those rules may result in termination of your access to the Platform. You agree that you will not:

Use the Platform for any fraudulent or unlawful purpose;
Use the Platform to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Platform;
Use our Platform with the intent of modifying, verifying, or compiling records of any kind, or the assessment of taxes by any taxation authority, its employees, or agent;
Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Platform; or express or imply that we endorse any statement you make;
Post any information that is obscene or contain pornography, child pornography, or photographs of unclothed person(s);
Interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available; or violate any requirements, procedures, policies or regulations of such networks;
Post unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation (including, but not limited to, “spam,” “junk mail,” and “chain letters”);
Transmit or otherwise make available in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, cancelbots, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
Harm or intimidate another person in any way, including restricting or inhibiting any other user from using the Platform (including without limitation by hacking or defacing any portion of the App);
Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Platform;
Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the App;
Infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
Remove any copyright, trademark, or other proprietary rights notice from the Platform or materials originating from the Platform;
Frame or mirror any part of the Platform without our express prior written consent.
Create a database by systematically downloading and storing Platform content;
Use any robot, spider, Platform search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather Platform content or reproduce or circumvent the navigational structure or presentation of the Platform without our express prior written consent. Notwithstanding the foregoing, we grant the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of such materials solely in connection with each operator’s public online search service. We reserve the right to revoke these exceptions either generally or in specific instances;
Encourage others to violate this Agreement;
Refuse to follow our instruction or direction.

We reserve the right to remove any post or other material without warning or further notice. While we prohibit conduct and content that violates this Agreement, you understand and agree that you nonetheless may be exposed to such conduct or content and that you use the Platform at your own risk. We may choose to waive the restrictions listed above on a one-time or repeated basis, without limiting our ability to enforce these provisions in the future. We may enforce provisions against users to whom we have previously waived some or all of these restrictions, without any prior notice to the user.

PAYMENT METHODS AND POLICIES

Contributors can fund meals through payments made on the Platform with their credit or debit card, or other forms of payment as may be made available. All credit card, billing, and other payment information is processed and stored by a third-party provider of payment services. The payments made are final and non-refundable, except that we may, in our sole discretion, issue refunds on a case-by-case basis. PaidMeals is not responsible for setting the pricing of meals, nor for the time and conditions of delivery and service of meals.

OUR MATERIALS AND PROPRIETARY RIGHTS

Platform’s trademarks, service marks, and other Platform’s logos are trademarks of us, our company, affiliated companies, or similar (“Proprietary Rights”). Except as otherwise permitted by law, you agree not to display or use in any manner the Proprietary Rights without our prior written consent. All trademarks and service marks in the Platform not owned by us are the property of their respective owners. You acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Platform or advertisers is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. You may not use Platform’s Proprietary Rights in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of the Platform or any information or materials made available through the Platform. Please note that unauthorized use of the Platform may subject you to civil and criminal penalties (including, without limitation, possible monetary damages), including, without limitation, for copyright infringement.

ELECTRONIC COMMUNICATIONS

When you use PaidMeals, you may be communicating with us electronically. You voluntarily provide us with your phone number and e-mail address and you consent to receive communications from us electronically, such as e-mails, SMS and MMS messages, phone calls, mobile push notices, or notices and messages on the Platform. You may unsubscribe from receiving communications from us at any time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages. Please contact your mobile phone carrier for details. You agree that you may receive communications via same means as listed above from other users with whom you voluntarily enter into interaction via private messaging system within the Platform, or by ordering meals from such other users or for such other users.

DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT YOU USE THE PLATFORM VOLUNTARILY, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. THE PLATFORM AND ALL GOODS, SERVICES, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED TO YOU “AS IS” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS, AND CONDITIONS WITH RESPECT TO THE PLATFORM AND ALL SERVICES, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

WE ARE NOT LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM OUR USERS’ ACTIONS, INCLUDING BUT LIMITED TO ANY FAILURE, MISTAKES, OR OMISSIONS MADE BY VENDORS. PAIDMEALS IS NOT A FOOD PURVEYOR OR FOOD PREPARATION ENTITY ITSELF AND DOES NOT WARRANT QUALITY, SAFETY, OR CONFORMITY WITH DESCRIPTION OF ANY FOOD, BEVERAGE, OR OTHER PRODUCT PROVIDED TO PLATFORM’S USERS. WE RELY ON THE VENDORS TO PROVIDE ACCURATE ALLERGEN AND DIETARY INFORMATION AND GENERAL FOOD AND PRODUCT SAFETY.

WE MAKE NO REPRESENTATION OR WARRANTY THAT THE PLATFORM (OR ANY PART THEREOF) WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE PLATFORM, AND YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO ACCESS AND USE THE PLATFORM AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, AND SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE PLATFORM. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE PLATFORM, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE PLATFORM. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PLATFORM. WE DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE PLATFORM. WE DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED IN THE PLATFORM OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE PLATFORM, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED THROUGH THE PLATFORM. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR “HACKERS”).

LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE PLATFORM, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE PLATFORM, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. FURTHER, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF THE PLATFORM OR FROM ANY INFORMATION OR MATERIALS IN THE PLATFORM. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE PLATFORM. YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL OUR COMPANY, ITS MEMBERS, EMPLOYEES, CONSULTANTS, AGENTS, ADVISERS, AFFILIATES, OR SUBSIDIARIES BE LIABLE IN ANY WAY FOR ANY INFORMATION, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN YOUR INFORMATION OR THE INFORMATION POSTED BY OTHER USERS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF YOUR INFORMATION OR INFORMATION OF OR POSTED BY OTHER USERS POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE IN CONNECTION WITH THE PLATFORM, OR FOR ANY FAILURE TO CORRECT OR REMOVE INFORMATION.

WE ARE NOT LIABLE FOR ANY FOOD POISONING OR DISSATISFACTION RESULTING FROM CONSUMPTION OF THE FOOD PRODUCTS OBTAINED FROM VENDORS OF NPOS THROUGH THE PLATFORM OR IN CONNECTION WITH THE PLATFORM. WE ARE NOT LIABLE FOR INCONFORMITY OF PRODUCT RECEIVED AND PRODUCT’S DESCRIPTION.

MODIFICATIONS AND SERVICE INTERRUPTION. WE RESERVE THE RIGHT AT ANY TIME OR TIMES TO MODIFY OR DISCONTINUE, TEMPORARILY OR PERMANENTLY, ALL OR ANY PORTION OF THE PLATFORM WITH OR WITHOUT NOTICE. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION OR TERMINATION OF THE PLATFORM. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE PLATFORM, AND OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL, MAINTENANCE OR OTHER REASONS. ADDITIONALLY, THIRD PARTIES MAY MAKE UNAUTHORIZED ALTERATIONS TO THE PLATFORM. IF YOU BECOME AWARE OF ANY UNAUTHORIZED THIRD-PARTY ALTERATIONS TO THE PLATFORM, CONTACT US WITH A DESCRIPTION OF THE UNAUTHORIZED THIRD-PARTY ALTERATION. WE ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, OR USER COMMUNICATIONS.

EXCLUSIONS. IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.

INDEMNITY

Except to the extent prohibited under applicable law, you agree to defend, indemnify, and hold us, our agents, employees, consultants, affiliates, and subsidiaries harmless from and against all claims, losses, costs, and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Platform; (b) any breach of your representations and warranties or this Agreement or the documents it incorporates; or (c) any dispute with one or more users or any other third party resulting from or arising out of or in connection with your use of the Platform.

THIRD-PARTY LINKS

We may provide links to other apps, websites, and online resources (collectively, “Links”). Links may or may not have our authorization, and we may block any Links to or from the Platform. Your use of third-party links is at your own risk. Because we have no control over such Links, you acknowledge and agree that we are not responsible for such Links, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such Links. You also acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Links.

FEEDBACK

You acknowledge that any and all (i) suggestions for correction, change and modification to the Platform and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to us by you (collectively “Feedback”), and (ii) improvements, updates, modifications, or enhancements, whether made, created or developed by Platform or otherwise relating to Platform based on Feedback or otherwise (collectively, “Update”), are and will remain the property of us. You authorize us to treat Feedback and Update as non-confidential and non-proprietary. You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Platform or in any such Feedback or Update. You hereby assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, knowhow, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Update. At our request, you agree to execute any document, registration or filing required to give effect to the foregoing assignment.

TERMINATION AND VIOLATIONS OF THE AGREEMENT

This Agreement is effective until terminated. You acknowledge and agree that we may, at any time and for any reason, with or without notice, temporarily suspend, remove content or information you have posted, or terminate your access to the Platform. If we terminate your access to the Platform, you will not have the right to bring claims against us, our employees, agents, or affiliates with respect to such termination. We shall not be liable for any termination of your access to the Platform or to any such information or files, and (except as may be required under mandatory applicable law) shall not be required to make such information or files available to you after any such termination. Provisions regarding indemnity, warranties, limitation of liability, and use of your information shall survive any expiration or termination of this Agreement.

GOVERNING LAW

You hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of PaidMeals) is governed by and shall be construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in the State of New York, and waive any jurisdictional, venue, or inconvenient forum objections thereto.

DISPUTE RESOLUTION

You agree in good will that, except as otherwise specified in this Agreement, all disputes, claims, or controversies arising out of or relating to this Agreement including the documents it incorporates by reference, your use of the Platform, your information and content, or your violation of any law or the rights of a third party, will be decided by negotiation, neutral mediation, and/or neutral arbitration. Also, by agreeing to this Agreement you are giving up your judicial rights to discovery and appeal except to the extent that they are specifically provided for under this Agreement. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under federal or state law. Your agreement to this arbitration provision is voluntary.

In the event that the dispute, claim, or controversy is not resolved by negotiations, the matter will be submitted to Judicial Arbitration and Mediation Services, Inc. (“JAMS”), or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration. Nonetheless, legal action taken by us to collect any fees and/or recover damages for, or obtain an injunction relating to, the Platform operations or intellectual property shall not be submitted to mediation or arbitration except as otherwise agreed to in writing by us.

Negotiation. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within fifteen (15) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet in person or otherwise at a mutually agreeable time and place within thirty (30) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.

Mediation. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selec ting a mediator from JAMS’ panel of neutrals, and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case.

Arbitration. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement by negotiation or mediation shall be submitted to final and binding arbitration before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of JAMS’ Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with one another in selecting an arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings. The parties covenant that they will participate in the arbitr ation in good faith, and that they will share equally in its costs.

Enforcement. The terms and results of mediation and arbitration may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.

Class Action. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a cl ass, consolidated, or representative action. This will preclude you from bringing any class, collective, or representative action against us and also preclude you from participating in, or recovering relief under, any current or future class, collective, consolidated, or representative action brought against us by someone else.

COPYRIGHT POLICY

To comply with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we wil l respond promptly to claims of copyright infringement. Please send all claims of copyright infringement to: PaidMeals@gmail.com.If you are a copyright owner (or authorized to act on behalf of the copyright owner) and have a good faith belief that your work’s copyright is being infringed, you should submit a written notification to us at the address and email stated above and include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon receipt of a bona fide infringement notification, it is our policy to remove or disable access to the infringing material. Please note that Sec tion 512(f) of the DMCA allows imposing liability for damages on any person who knowingly sends meritless notices of infringement. Any information or correspondence that you provide to us may be shared with third parties, including the person who provided us with the allegedly infringing material.

WAIVER AND SEVERABILITY

Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or pr ovision and does not waive our right to act with respect to subsequent or similar breaches. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and us nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.

ENTIRE AGREEMENT

This Agreement hereby incorporates by this reference any additional terms that we post in the Platform (including, without limitation, our Privacy Policy) and, except as otherwise expressly stated herein, this Agreement is the entire agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship between you and the Platform is intended or created by this Agreement.

NOTICES

Except as otherwise stated in this Agreement or as expressly required by federal, state, or local law, any notice to us shall be given by e-mail to PaidMeals@gmail.com, and any notice to you shall be given to the e-mail address that you provided us during the registration process. Notice shall be considered given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Notices to you may be made via posting to the Platform, by e-mail, or by regular mail, in our discretion.

ADA COMPLIANCE, DISABILITIES, ACCESSIBILITY

PaidMeals attempts to make its information accessible to all individuals. If you use special adaptive equipment and encounter problems when using our Platform, please report them using the following contact information: PaidMeals@gmail.com. We will let you know if the information is available in an alternate format. We strive to meet World Wide Web Consortium (W3C) Recommendations and other web industry standards, specifically conforming to HTML 5, CSS Level 3, WAI-ARIA, and the U.S. Access Board’s Section 508 guidelines. PaidMeals is committed to making its Platform available to as many people as possible and makes every effort to ensure its communications are accessible to those with special needs, including those with visual, hearing, cognitive and motor impairments. If you come across a page you find difficult to use, please contact us at PaidMeals@gmail.com.

ASSIGNMENT

You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by us, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of Platform ’s assets, or similar transaction. You may not assign, transfer, or sublicense any or all of your rights or obligati ons under this Agreement without our express prior written consent.

CONTACT

If you have a question or a complaint regarding the Platform, please feel free to contact us via e-mail at PaidMeals@gmail.com. E-mail communications are not necessarily secure, so please do not include sensitive information in any e-mails sent to us.